Exhibit 10.7
    

    

    

    
      PURCHASE AND ASSUMPTION AGREEMENT 
    

    
      WHOLE BANK 
    

    
      ALL DEPOSITS 
    

    
      AMONG 
    

    
      FEDERAL DEPOSIT INSURANCE CORPORATION, 
    

    
      RECEIVER OF THE TATTNALL BANK, REIDSVILLE, GEORGIA, 
    

    
      FEDERAL DEPOSIT INSURANCE CORPORATION, 
    

    
      AND 
    

    
      HERITAGEBANK OF THE SOUTH, ALBANY, GEORGIA 
    

    
      DATED AS OF 
    

    
      DECEMBER 4, 2009
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          TABLE OF CONTENTS
        
	
          ARTICLE I
        	
           
        	
          DEFINITIONS
        	
          2
        
	

        	

        	

        	
           
        
	
          ARTICLE II
        	

        	
          ASSUMPTION OF LIABILITIES
        	
          9
        
	

        	

        	

        	
           
        
	
          2.1
        	

        	
          Liabilities Assumed by Assuming Bank
        	
          9
        
	
          2.2
        	

        	
          Interest on Deposit Liabilities
        	
          10
        
	
          2.3
        	

        	
          Unclaimed Deposits
        	
          11
        
	
          2.4
        	

        	
          Employee Benefit Plans
        	
          11
        
	

        	

        	

        	
           
        
	
          ARTICLE III
        	

        	
          PURCHASE OF ASSETS
        	
          11
        
	

        	

        	

        	
           
        
	
          3.1
        	

        	
          Assets Purchased by Assuming Bank
        	
          11
        
	
          3.2
        	

        	
          Asset Purchase Price
        	
          12
        
	
          3.3
        	

        	
          Manner of Conveyance; Limited Warranty;
        	

        
	

        	

        	
          Nonrecourse; Etc.
        	
          12
        
	
          3.4
        	

        	
          Puts of Assets to the Receiver
        	
          12
        
	
          3.5
        	

        	
          Assets Not Purchased by Assuming Bank
        	
          15
        
	
          
            3.6
          

        	

        	
          Assets Essential to Receiver
        	
          
            16
          

        
	

        	

        	

        	
           
        
	
          ARTICLE IV
        	

        	
          ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS
        	
          17
        
	

        	

        	

        	
           
        
	
          4.1
        	

        	
          Continuation of Banking Business
        	
          17
        
	
          4.2
        	

        	
          Agreement with Respect to Credit Card Business
        	
          17
        
	
          4.3
        	

        	
          Agreement with Respect to Safe Deposit
        	
          17
        
	
          4.4
        	

        	
          Agreement with Respect to Safekeeping Business
        	
          18
        
	
          4.5
        	

        	
          Agreement with Respect to Trust Business
        	
          18
        
	
          4.6
        	

        	
          Agreement with Respect to Bank Premises
        	
          18
        
	
          4.7
        	

        	
          Agreement with Respect to Leased Data
        	

        
	

        	

        	
          Processing Equipment
        	
          21
        
	
          4.8
        	

        	
          Agreement with Respect to Certain
        	

        
	

        	

        	
          Existing Agreements
        	
          22
        
	
          4.9
        	

        	
          Informational Tax Reporting
        	
          23
        
	
          4.10
        	

        	
          Insurance
        	
          23
        
	
          4.11
        	

        	
          Services for Receiver and Corporation
        	
          23
        
	
          4.12
        	

        	
          Agreement with Respect to Continuation of Group
        	

        
	

        	

        	
          Health Plan Coverage for Former Employees
        	
          23
        
	
          4.13
        	

        	
          Agreement with Respect to Interim Asset Servicing
        	
          24
        


    

    

    

    
    	

        	
          ii
        	

        
	
          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          
            Reidsville, Georgia
          

        
	
          
            October 18, 2009
          

        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          ARTICLE V
        	
           
        	
          DUTIES WITH RESPECT TO DEPOSITORS
        	

        
	

        	

        	
          OF THE FAILED BANK
        	
          24
        
	

        	

        	

        	
           
        
	
          5.1
        	

        	
          Payment of Checks, Drafts and Orders
        	
          24
        
	
          5.2
        	

        	
          Certain Agreements Related to Deposits
        	
          25
        
	
          5.3
        	

        	
          Notice to Depositors
        	
          25
        
	

        	

        	

        	
           
        
	
          ARTICLE VI
        	

        	
          RECORDS
        	
          25
        
	

        	

        	

        	
           
        
	
          6.1
        	

        	
          Transfer of Records
        	
          25
        
	
          6.2
        	

        	
          Delivery of Assigned Records
        	
          26
        
	
          6.3
        	

        	
          Preservation of Records
        	
          26
        
	
          6.4
        	

        	
          Access to Records; Copies
        	
          26
        
	

        	

        	

        	
           
        
	
          ARTICLE VII
        	

        	
          BID; INITIAL PAYMENT
        	
          27
        
	

        	

        	

        	
           
        
	
          ARTICLE VIII
        	

        	
          ADJUSTMENTS
        	
          27
        
	

        	

        	

        	
           
        
	
          8.1
        	

        	
          Pro Forma Statement
        	
          27
        
	
          8.2
        	

        	
          Correction of Errors and Omissions; Other Liabilities
        	
          27
        
	
          8.3
        	

        	
          Payments
        	
          28
        
	
          8.4
        	

        	
          Interest
        	
          28
        
	
          8.5
        	

        	
          Subsequent Adjustments
        	
          28
        
	

        	

        	

        	
           
        
	
          ARTICLE IX
        	

        	
          CONTINUING COOPERATION
        	
          28
        
	

        	

        	

        	
           
        
	
          9.1
        	

        	
          General Matters
        	
          28
        
	
          9.2
        	

        	
          Additional Title Documents
        	
          29
        
	
          9.3
        	

        	
          Claims and Suits
        	
          29
        
	
          9.4
        	

        	
          Payment of Deposits
        	
          29
        
	
          9.5
        	

        	
          Withheld Payments
        	
          29
        
	
          9.6
        	

        	
          Proceedings with Respect to Certain Assets
        	

        
	

        	

        	
          and Liabilities
        	
          30
        
	
          9.7
        	

        	
          Information
        	
          30
        
	

        	

        	

        	
           
        
	
          ARTICLE X
        	

        	
          CONDITION PRECEDENT
        	
          31
        
	

        	

        	

        	
           
        
	
          ARTICLE XI
        	

        	
          REPRESENTATIONS AND WARRANTIES OF THE
        	

        
	

        	

        	
          ASSUMING BANK
        	
          31
        
	

        	

        	

        	
           
        
	
          ARTICLE XII
        	

        	
          INDEMNIFICATION
        	
          32
        
	

        	

        	

        	
           
        
	
          12.1
        	

        	
          Indemnification of Indemnitees
        	
          32
        
	
          12.2
        	

        	
          Conditions Precedent to Indemnification
        	
          35
        
	
          12.3
        	

        	
          No Additional Warranty
        	
          36
        


    

    

    

    
    	

        	
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          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          12.4
        	
           
        	
          Indemnification of Corporation and Receiver
        	
          36
        
	
          12.5
        	

        	
          Obligations Supplemental
        	
          36
        
	
          12.6
        	

        	
          Criminal Claims
        	
          37
        
	
          12.7
        	

        	
          Limited Guaranty of the Corporation
        	
          37
        
	
          12.8
        	

        	
          Subrogation
        	
          37
        
	

        	

        	

        	
           
        
	
          ARTICLE XIII
        	

        	
          MISCELLANEOUS
        	
          37
        
	

        	

        	

        	
           
        
	
          13.1
        	

        	
          Entire Agreement
        	
          37
        
	
          13.2
        	

        	
          Headings
        	
          37
        
	
          13.3
        	

        	
          Counterparts
        	
          37
        
	
          13.4
        	

        	
          Governing Law
        	
          38
        
	
          13.5
        	

        	
          Successors
        	
          38
        
	
          13.6
        	

        	
          Modification; Assignment
        	
          38
        
	
          13.7
        	

        	
          Notice
        	
          38
        
	
          13.8
        	

        	
          Manner of Payment
        	
          39
        
	
          13.9
        	

        	
          Costs, Fees and Expenses
        	
          39
        
	
          13.10
        	

        	
          Waiver
        	
          39
        
	
          13.11
        	

        	
          Severability
        	
          39
        
	
          13.12
        	

        	
          Term of Agreement
        	
          39
        
	
          13.13
        	

        	
          Survival of Covenants, Etc.
        	
          40
        
	

        	

        	

        	
           
        
	
          SCHEDULES
        	

        	

        	

        
	

        	

        	

        	
           
        
	
          2.1
        	

        	
          Certain Liabilities Assumed
        	
          42
        
	
          2.1(a)
        	

        	
          Excluded Deposit Liability Accounts
        	
          43
        
	
          3.1
        	

        	
          Certain Assets Purchased
        	
          45
        
	
          3.2
        	

        	
          Purchase Price of Assets or Assets
        	
          46
        
	
          3.5(l)
        	

        	
          Excluded Private Label Asset-Backed Securities
        	
          48
        
	

        	

        	

        	
           
        
	
          EXHIBITS
        	

        	

        	

        
	

        	

        	

        	
           
        
	
          23A
        	

        	
          Final Notice Letter
        	
          49
        
	
          2.3B
        	

        	
          Affidavit of Mailing
        	
          51
        
	
          3.2(c)
        	

        	
          Valuation of Certain Qualified Financial Contracts
        	
          52
        
	
          4.13
        	

        	
          Interim Asset Servicing Arrangement
        	
          54
        


    

    

    

    
    	

        	
          iv
        	

        
	
          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      PURCHASE AND ASSUMPTION AGREEMENT

    

    
      WHOLE BANK

    

    
      ALL DEPOSITS
    

    
      THIS AGREEMENT, made and entered into as of the 4th day of
      December, 2009, by and among the FEDERAL DEPOSIT INSURANCE
      CORPORATION, RECEIVER of THE TATTNALL BANK, REIDSVILLE, GEORGIA (the
      "Receiver"), HERITAGEBANK OF THE SOUTH, organized under
      the laws of the State of Georgia, and having its principal place of
      business in Albany, Georgia (the "Assuming Bank"), and the FEDERAL
      DEPOSIT INSURANCE CORPORATION, organized under the laws of the
      United States of America and having its principal office in Washington,
      D.C., acting in its corporate capacity (the "Corporation").
    

    
      WITNESSETH:
    

    
      WHEREAS, on Bank Closing, the Chartering Authority closed The
      Tattnall Bank, Reidsville, Georgia (the "Failed Bank") pursuant to
      applicable law and the Corporation was appointed Receiver thereof; and
    

    
      WHEREAS, the Assuming Bank desires to purchase certain assets and
      assume certain deposit and other liabilities of the Failed Bank on the
      terms and conditions set forth in this Agreement; and
    

    
      WHEREAS, pursuant to 12 U.S.C. Section 1823(c)(2)(A), the
      Corporation may provide assistance to the Assuming Bank to facilitate
      the transactions contemplated by this Agreement, which assistance may
      include indemnification pursuant to Article XII; and
    

    
      WHEREAS, the Board of Directors of the Corporation (the "Board")
      has determined to provide assistance to the Assuming Bank on the terms
      and subject to the conditions set forth in this Agreement; and
    

    
      WHEREAS, the Board has determined pursuant to 12 U.S.C. Section
      1823(c)(4)(A) that such assistance is necessary to meet the obligation
      of the Corporation to provide insurance coverage for the insured
      deposits in the Failed Bank and is the least costly to the deposit
      insurance fund of all possible methods for meeting such obligation.
    

    

    

    
    	

        	
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          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      NOW THEREFORE, in consideration of the mutual promises herein set
      forth and other valuable consideration, the parties hereto agree as
      follows:
    

    
      ARTICLE I
DEFINITIONS
    

    
      Capitalized terms used in this Agreement shall have the meanings set
      forth in this Article I, or elsewhere in this Agreement. As used herein,
      words imparting the singular include the plural and vice versa.
    

    
      "Accounting Records" means the general
      ledger and subsidiary ledgers and supporting schedules which support the
      general ledger balances.
    

    
      "Acquired Subsidiaries" means
      Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.
    

    
      "Affiliate" of any Person means any director, officer,
      or employee of that Person and any other Person (i) who is directly or
      indirectly controlling, or controlled by, or under direct or indirect
      common control with, such Person, or (ii) who is an affiliate of such
      Person as the term "affiliate" is defined in Section 2 of the Bank
      Holding Company Act of 1956, as amended, 12 U.S.C. Section 1841.
    

    
      "Agreement" means this Purchase and
      Assumption Agreement by and among the Assuming Bank, the Corporation and
      the Receiver, as amended or otherwise modified from time to time.
    

    
      "Assets" means all assets of the Failed Bank purchased
      pursuant to Section 3.1. Assets owned by Subsidiaries of the Failed Bank
      are not "Assets" within the meaning of this definition.
    

    
      "Assumed Deposits" means Deposits.
    

    
      "Bank Closing" means the close of
      business of the Failed Bank on the date on which the Chartering
      Authority closed such institution.
    

    
      “Bank Premises” means the banking
      houses, drive-in banking facilities, and teller facilities (staffed or
      automated) together with appurtenant parking, storage and service
      facilities and structures connecting remote facilities to banking
      houses, and land on which the foregoing are located, that are owned or
      leased by the Failed Bank and that have formerly been utilized, are
      currently utilized, or are intended to be utilized in the future by the
      Failed Bank as shown on the Accounting Record of the Failed Bank as of
      Bank Closing.
    

    
      "Bid Amount" has the meaning provided in
      Article VII.
    

    

    

    
    	

        	
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          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      "Book Value" means, with respect to any
      Asset and any Liability Assumed, the dollar amount thereof stated on the
      Accounting Records of the Failed Bank. The Book Value of any item shall
      be determined as of Bank Closing after adjustments made by the Receiver
      for differences in accounts, suspense items, unposted debits and
      credits, and other similar adjustments or corrections and for setoffs,
      whether voluntary or involuntary. The Book Value of a Subsidiary of the
      Failed Bank acquired by the Assuming Bank shall be determined from the
      investment in subsidiary and related accounts on the "bank only"
      (unconsolidated) balance sheet of the Failed Bank based on the equity
      method of accounting. Without limiting the generality of the foregoing,
      (i) the Book Value of a Liability Assumed shall include all accrued and
      unpaid interest thereon as of Bank Closing, and (ii) the Book Value of a
      Loan shall reflect adjustments for earned interest, or unearned interest
      (as it relates to the "rule of 78s" or add-on-interest loans, as
      applicable), if any, as of Bank Closing, adjustments for the portion of
      earned or unearned loan-related credit life and/or disability insurance
      premiums, if any, attributable to the Failed Bank as of Bank Closing,
      and adjustments for Failed Bank Advances, if any, in each case as
      determined for financial reporting purposes. The Book Value of an Asset
      shall not include any adjustment for loan premiums, discounts or any
      related deferred income, fees or expenses, or general or specific
      reserves on the Accounting Records of the Failed Bank.
    

    
      "Business Day" means a day other than a
      Saturday, Sunday, Federal legal holiday or legal holiday under the laws
      of the State where the Failed Bank is located, or a day on which the
      principal office of the Corporation is closed.
    

    
      "Chartering Authority" means (i) with
      respect to a national bank, the Office of the Comptroller of the
      Currency, (ii) with respect to a Federal savings association or savings
      bank, the Office of Thrift Supervision, (iii) with respect to a bank or
      savings institution chartered by a State, the agency of such State
      charged with primary responsibility for regulating and/or closing banks
      or savings institutions, as the case may be, (iv) the Corporation in
      accordance with 12 U.S.C. Section 1821(c), with regard to self
      appointment, or (v) the appropriate Federal banking agency in accordance
      with 12 U.S.C. 1821(c)(9).
    

    
      "Commitment" means the unfunded portion
      of a line of credit or other commitment reflected on the books and
      records of the Failed Bank to make an extension of credit (or additional
      advances with respect to a Loan) that was legally binding on the Failed
      Bank as of Bank Closing, other than extensions of credit pursuant to the
      credit card business and overdraft protection plans of the Failed Bank,
      if any.
    

    

    

    
    	

        	
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          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      "Credit Documents" mean the agreements,
      instruments, certificates or other documents at any time evidencing or
      otherwise relating to, governing or executed in connection with or as
      security for, a Loan, including without limitation notes, bonds, loan
      agreements, letter of credit applications, lease financing contracts,
      banker's acceptances, drafts, interest protection agreements, currency
      exchange agreements, repurchase agreements, reverse repurchase
      agreements, guarantees, deeds of trust, mortgages, assignments, security
      agreements, pledges, subordination or priority agreements, lien priority
      agreements, undertakings, security instruments, certificates, documents,
      legal opinions, participation agreements and intercreditor agreements,
      and all amendments, modifications, renewals, extensions, rearrangements,
      and substitutions with respect to any of the foregoing
    

    
      ."Credit File" means all Credit Documents
      and all other credit, collateral, or insurance documents in the
      possession or custody of the Assuming Bank, or any of its Subsidiaries
      or Affiliates, relating to an Asset or a Loan included in a Put Notice,
      or copies of any thereof.
    

    
      "Data Processing Lease" means any lease
      or licensing agreement, binding on the Failed Bank as of Bank Closing,
      the subject of which is data processing equipment or computer hardware
      or software used in connection with data processing activities. A lease
      or licensing agreement for computer software used in connection with
      data processing activities shall constitute a Data Processing Lease
      regardless of whether such lease or licensing agreement also covers data
      processing equipment.
    

    
      "Deposit" means a deposit as defined in
      12 U.S.C. Section 1813(l), including without limitation, outstanding
      cashier's checks and other official checks and all uncollected items
      included in the depositors' balances and credited on the books and
      records of the Failed Bank; provided, that the term "Deposit"
      shall not include all or any portion of those deposit balances which, in
      the discretion of the Receiver or the Corporation, (i) may be required
      to satisfy it for any liquidated or contingent liability of any
      depositor arising from an unauthorized or unlawful transaction, or (ii)
      may be needed to provide payment of any liability of any depositor to
      the Failed Bank or the Receiver, including the liability of any
      depositor as a director or officer of the Failed Bank, whether or not
      the amount of the liability is or can be determined as of Bank Closing.
    

    
      "Failed Bank Advances" means the total
      sums paid by the Failed Bank to (i) protect its lien position, (ii) pay
      ad valorem taxes and hazard insurance, and (iii) pay credit life
      insurance, accident and health insurance, and vendor's single interest
      insurance.
    

    
      "Fair Market Value" means (i)(a) “Market
      Value” as defined in the regulation prescribing the standards for real
      estate appraisals used in federally related transactions, 12 C.F.R. §
      323.2(g), and accordingly shall mean the most probable price which a
      property should bring in a competitive and open market under all
      conditions requisite to a fair sale, the buyer and seller each acting
      prudently and knowledgeably, and assuming the price is not affected by
      undue stimulus. Implicit in this definition is the consummation of a
      sale as of a specified date and the passing of title from seller to
      buyer under conditions whereby:
    

    
    	
           
        	
          (1)
        	
          Buyer and seller are typically motivated;
        
	

        	
          (2)
        	
          Both parties are well informed or well advised, and acting in what
          they consider their own best interests;
        
	

        	
          (3)
        	
          A reasonable time is allowed for exposure in the open market;
        
	

        	
          (4)
        	
          Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and
        
	

        	
          (5)
        	
          The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale;
        


    

    

    

    
    	

        	
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          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      as determined as of Bank Closing by an appraiser mutually acceptable to
      the Receiver and the Assuming Bank; any costs and fees associated with
      such determination shall be shared equally by the Receiver and the
      Assuming Bank, and (b) which, with respect to Bank Premises (to the
      extent, if any, that Bank Premises are purchased utilizing this
      valuation method), shall be determined not later than sixty (60) days
      after Bank Closing by an appraiser selected by the Receiver and the
      Assuming Bank within seven (7) days after Bank Closing; or (ii) with
      respect to property other than Bank Premises purchased utilizing this
      valuation method, the price therefor as established by the Receiver and
      agreed to by the Assuming Bank, or in the absence of such agreement, as
      determined in accordance with clause (i)(a) above.
    

    
      "Fixtures" means those leasehold
      improvements, additions, alterations and installations constituting all
      or a part of Bank Premises and which were acquired, added, built,
      installed or purchased at the expense of the Failed Bank, regardless of
      the holder of legal title thereto as of Bank Closing.
    

    
      "Furniture and Equipment" means the
      furniture and equipment (other than Safe Deposit Boxes, motor vehicles,
      and leased data processing equipment, including hardware and software),
      leased or owned by the Failed Bank and reflected on the books of the
      Failed Bank as of Bank Closing, including without limitation automated
      teller machines, carpeting, furniture, office machinery (including
      personal computers), shelving, office supplies, telephone, surveillance
      and security systems, and artwork.
    

    
      "Indemnitees" means, except as provided
      in paragraph (11) of Section 12.1(b), (i) the Assuming Bank, (ii) the
      Subsidiaries and Affiliates of the Assuming Bank other than any
      Subsidiaries or Affiliates of the Failed Bank that are or become
      Subsidiaries or Affiliates of the Assuming Bank, and (iii) the
      directors, officers, employees and agents of the Assuming Bank and its
      Subsidiaries and Affiliates who are not also present or former
      directors, officers, employees or agents of the Failed Bank or of any
      Subsidiary or Affiliate of the Failed Bank.
    

    
      "Information Package" means the most
      recent compilation of financial and other data with respect to the
      Failed Bank, including any amendments or supplements thereto, provided
      to the Assuming Bank by the Corporation on the web site used by the
      Corporation to market the Failed Bank to potential acquirers.
    

    
      "Initial Payment" means the payment made
      pursuant to Article VII (based on the best information available as of
      Bank Closing), the amount of which shall be either (i) if the Bid Amount
      is positive, the aggregate Book Value of the Liabilities Assumed minus
      the sum of the aggregate purchase price of the Assets and assets
      purchased and the positive Bid Amount, or (ii)      if the Bid Amount is
      negative, the sum of the aggregate Book Value of the Liabilities Assumed
      and the negative Bid Amount minus the aggregate purchase price of
      the Assets and assets purchased. The Initial Payment shall be payable by
      the Corporation to the Assuming Bank if (i) the Liabilities Assumed are
      greater than the sum of the positive Bid Amount and the Assets and
      assets purchased, or if (ii) the sum of the Liabilities Assumed and the
      negative Bid Amount are greater than the Assets and assets purchased.
      The Initial Payment shall be payable by theAssuming Bank to the
      Corporation if (i) the Liabilities Assumed are less than the sum of the
      positive Bid Amount and the Assets and assets purchased, or if (ii) the
      sum of the Liabilities Assumed and the negative Bid Amount is less than
      the Assets and assets purchased. Such Initial Payment shall be subject
      to adjustment as provided in Article VIII.
    

    
    	

        	
          
            5
          

        	

        
	
          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      "Legal Balance" means the amount of
      indebtedness legally owed by an Obligor with respect to a Loan,
      including principal and accrued and unpaid interest, late fees,
      attorneys' fees and expenses, taxes, insurance premiums, and similar
      charges, if any.
    

    
      "Liabilities Assumed" has the meaning
      provided in Section 2.1.
    

    
      "Lien" means any mortgage, lien, pledge, charge,
      assignment for security purposes, security interest, or encumbrance of
      any kind with respect to an Asset, including any conditional sale
      agreement or capital lease or other title retention agreement relating
      to such Asset.
    

    
      "Loans" means all of the following owed to or held by
      the Failed Bank as of Bank Closing:
    

    
      (i)                          loans (including loans which have been
      charged off the Accounting Records of the Failed Bank in whole or in
      part prior to October 1, 2009), participation agreements, interests in
      participations, overdrafts of customers (including but not limited to
      overdrafts made pursuant to an overdraft protection plan or similar
      extensions of credit in connection with a deposit account), revolving
      commercial lines of credit, home equity lines of credit, Commitments,
      United States and/or State-guaranteed student loans, and lease financing
      contracts;
    

    
      (ii)                         all Liens, rights (including rights of
      set-off), remedies, powers, privileges, demands, claims, priorities,
      equities and benefits owned or held by, or accruing or to accrue to or
      for the benefit of, the holder of the obligations or instruments
      referred to in clause (i) above, including but not limited to those
      arising under or based upon Credit Documents, casualty insurance
      policies and binders, standby letters of credit, mortgagee title
      insurance policies and binders, payment bonds and performance bonds at
      any time and from time to time existing with respect to any of the
      obligations or instruments referred to in clause (i) above; and
    

    
      (iii)                        all amendments, modifications, renewals,
      extensions, refinancings, and refundings of or for any of the foregoing;
    

    

    

    
      provided, that there shall be excluded from the definition of
      "Loans" amounts owing under Qualified Financial Contracts.
    

    
      "New Loans" means Loans made by the
      Failed Bank subsequent to October 1, 2009 that are not continuations,
      amendments, modifications, renewals, extensions, refinancings,
      restructurings, or refundings of or for any then existing Loan.
    

    

    

    
    	

        	
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          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      "Obligor" means each Person liable for
      the full or partial payment or performance of any Loan, whether such
      Person is obligated directly, indirectly, primarily, secondarily,
      jointly, or severally.
    

    
      "Other Real Estate" means all interests
      in real estate (other than Bank Premises and Fixtures), including but
      not limited to mineral rights, leasehold rights, condominium and
      cooperative interests, air rights and development rights that are owned
      by the Failed Bank.
    

    
      "Payment Date" means the first Business
      Day after Bank Closing.
    

    
      "Person" means any individual, corporation,
      partnership, joint venture, association, joint-stock company, trust,
      unincorporated organization, or government or any agency or political
      subdivision thereof, excluding the Corporation.
    

    
      "Primary Indemnitor" means any Person
      (other than the Assuming Bank or any of its Affiliates) who is obligated
      to indemnify or insure, or otherwise make payments (including payments
      on account of claims made against) to or on behalf of any Person in
      connection with the claims covered under Article XII, including without
      limitation any insurer issuing any directors and officers liability
      policy or any Person issuing a financial institution bond or banker's
      blanket bond.
    

    
      "Put Date" has the meaning provided in
      Section 3.4.
    

    
      "Put Notice" has the meaning provided in
      Section 3.4.
    

    
      "Qualified Financial Contract" means a
      qualified financial contract as defined in 12 U.S.C. Section
      1821(e)(8)(D).
    

    
      "Record" means any document, microfiche,
      microfilm and computer records (including but not limited to magnetic
      tape, disc storage, card forms and printed copy) of the Failed Bank
      generated or maintained by the Failed Bank that is owned by or in the
      possession of the Receiver at Bank Closing.
    

    
      "Related Liability" with respect to any
      Asset means any liability existing and reflected on the Accounting
      Records of the Failed Bank as of Bank Closing for (i) indebtedness
      secured by mortgages, deeds of trust, chattel mortgages, security
      interests or other liens on or affecting such Asset, (ii) ad valorem
      taxes applicable to such Asset, and (iii) any other obligation
      determined by the Receiver to be directly related to such Asset.
    

    
      "Related Liability Amount" with respect
      to any Related Liability on the books of the Assuming Bank, means the
      amount of such Related Liability as stated on the Accounting Records of
      the Assuming Bank (as maintained in accordance with generally accepted
      accounting principles) as of the date as of which the Related Liability
      Amount is being determined. With respect to a liability that relates to
      more than one asset, the amount of such Related Liability shall be
      allocated among such assets for the purpose of determining the Related
      Liability Amount with respect to any one of such assets. Such allocation
      shall be made by specific allocation, where determinable, and otherwise
      shall be pro rata based upon the dollar amount of such assets stated on
      the Accounting Records of the entity that owns such asset.
    

    

    

    
    	

        	
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          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      "Repurchase Price" means with respect to
      any Asset or asset, which shall be determined by the Receiver, the lesser
      of (a) or (b):
    

    
      (a)                          (i) in the event of a negative Bid Amount,
      the amount paid by the Assuming Bank, discounted by a percentage equal
      to the quotient produced by dividing the Assuming Bank's Bid Amount by
      the aggregate Book Value of the Risk Assets of the Failed Bank;
    

    
      (ii) in the event of a negative Bid Amount, the amount resulting from
      (a)(i), above, or in the event of a positive Bid Amount, the amount paid
      by the Assuming Bank, (x) for a Loan, shall be decreased by any portion
      of the Loan classified "loss" and by one-half of any portion of the Loan
      classified "doubtful" as of the date of the most recent pertinent data
      made available to the Assuming Bank as part of the Information Package,
      and (y) for any Asset or asset, including a Loan, decreased by the
      amount of any money received with respect thereto since Bank Closing
      and, if the Asset is a Loan or other interest bearing or earning asset,
      the resulting amount shall then be increased or decreased, as the case
      may be, by interest or discount (whichever is applicable) accrued from
      and after Bank Closing at the lower of: (i) the contract rate with
      respect to such Asset, or (ii) the Settlement Interest Rate; net
      proceeds received by or due to the Assuming Bank from the sale of
      collateral, any forgiveness of debt, or otherwise shall be deemed money
      received by the Assuming Bank; or
    

    
      (b)                          the dollar amount thereof stated on the
      Accounting Records of the Assuming Bank as of the date as of which the
      Repurchase Price is being determined, as maintained in accordance with
      generally accepted accounting principles, and, if the asset is a Loan,
      regardless of the Legal Balance thereof and adjusted in the same manner
      as the Book Value of a Failed Bank Loan would be adjusted hereunder.
    

    
      Provided, however, (b), above, shall not be applicable and the Bid
      Amount shall be considered to have been positive for Loans repurchased
      pursuant to Section 3.4(a).
    

    
      "Risk Assets" means (i) all Loans
      purchased hereunder, excluding (a) New Loans and (b) Loans to the extent
      secured by Assumed Deposits (and not included in (i)(a)), plus (ii) the
      Accrued Interest Receivable, Prepaid Expense, Other Assets as set forth
      in the Information Package.
    

    
      "Safe Deposit Boxes" means the safe
      deposit boxes of the Failed Bank, if any, including the removable safe
      deposit boxes and safe deposit stacks in the Failed Bank's vault(s), all
      rights and benefits under rental agreements with respect to such safe
      deposit boxes, and all keys and combinations thereto.
    

    
      "Settlement Date" means the first
      Business Day immediately prior to the day which is one hundred eighty
      (180) days after Bank Closing, or such other date prior thereto as may
      be agreed upon by the Receiver and the Assuming Bank. The Receiver, in
      its discretion, may extend the Settlement Date.
    

    

    

    
    	

        	
          8
        	

        
	
          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      "Settlement Interest Rate" means, for the
      first calendar quarter or portion thereof during which interest accrues,
      the rate determined by the Receiver to be equal to the equivalent coupon
      issue yield on twenty-six (26)-week United States Treasury Bills in
      effect as of Bank Closing as published in The Wall Street Journal;
      provided, that if no such equivalent coupon issue yield is
      available as of Bank Closing, the equivalent coupon issue yield for such
      Treasury Bills most recently published in The Wall Street Journal
      prior to Bank Closing shall be used. Thereafter, the rate shall be
      adjusted to the rate determined by the Receiver to be equal to the
      equivalent coupon issue yield on such Treasury Bills in effect as of the
      first day of each succeeding calendar quarter during which interest
      accrues as published in The Wall Street Journal.
    

    
      "Subsidiary" has the meaning set forth in
      Section 3(w)(4) of the Federal Deposit Insurance Act, 12 U.S.C. Section
      1813(w)(4), as amended.
    

    
      ARTICLE II
ASSUMPTION OF LIABILITIES
    

    
      2.1 Liabilities Assumed by Assuming Bank. The Assuming
      Bank expressly assumes at Book Value (subject to adjustment pursuant to
      Article VIII) and agrees to pay, perform, and discharge all of the
      following liabilities of the Failed Bank as of Bank Closing, except as
      otherwise provided in this Agreement (such liabilities referred to as
      "Liabilities Assumed"):
    

    
    	
           
        	
          (a)
        	
          
            Assumed Deposits, except those Deposits specifically listed on
            Schedule 2.1(a); provided, that as to any Deposits
            of public money which are Assumed Deposits, the Assuming Bank
            agrees to properly secure such Deposits with such Assets as
            appropriate which, prior to Bank Closing, were pledged as security
            by the Failed Bank, or with assets of the Assuming Bank, if such
            securing Assets, if any, are insufficient to properly secure such
            Deposits;
          

        
	

        	

        	
           
        
	

        	
          (b)
        	
          
            liabilities for indebtedness secured by mortgages, deeds of trust,
            chattel mortgages, security interests or other liens on or
            affecting any Assets, if any; provided, that the
            assumption of any liability pursuant to this paragraph shall be
            limited to the market value of the Assets securing such liability
            as determined by the Receiver;
          

        
	

        	

        	
           
        
	

        	
          (c)
        	
          overdrafts, debit balances, service charges, reclamations, and
          adjustments to accounts with the Federal Reserve Banks as reflected
          on the books and records of any such Federal Reserve Bank within
          ninety (90) days after Bank Closing, if any;
        
	

        	

        	
           
        
	

        	
          (d)
        	
          
            ad valorem taxes applicable to any Asset, if any; provided, that
            the assumption of any ad valorem taxes pursuant to this paragraph
            shall be limited to an amount equal to the market value of the
            Asset to which such taxes apply as determined by the
            Receiver; equal to the market value of the Asset to which such
            taxes apply as determined by the Receiver;
          

        


    

    

    

    
    	

        	
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          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          (e)
        	
          
            liabilities, if any, for federal funds purchased, repurchase
            agreements and overdrafts in accounts maintained with other
            depository institutions (including any accrued and unpaid interest
            thereon computed to and including Bank Closing); provided, that
            the assumption of any liability pursuant to this paragraph shall
            be limited to the market value of the Assets securing such
            liability as determined by the Receiver;
          

        
	

        	

        	
           
        
	

        	
          (f)
        	
          United States Treasury tax and loan note option accounts, if any;
        
	

        	

        	
           
        
	

        	
          (g)
        	
          
            liabilities for any acceptance or commercial letter of credit
            (other than "standby letters of credit" as defined in 12 C.F.R.
            Section 337.2(a)); provided, that the assumption of
            any liability pursuant to this paragraph shall be limited to the
            market value of the Assets securing such liability as determined
            by the Receiver;
          

        
	

        	

        	
           
        
	

        	
          (h)
        	
          duties and obligations assumed pursuant to this Agreement including
          without limitation those relating to the Failed Bank's credit card
          business, overdraft protection plans, safe deposit business,
          safekeeping business or trust business, if any;
        
	

        	

        	
           
        
	

        	
          (i)
        	
          liabilities, if any, for Commitments; and
        
	

        	

        	
           
        
	

        	
          (j)
        	
          liabilities, if any, for amounts owed to any Subsidiary of the
          Failed Bank acquired under Section 3.1;
        
	

        	

        	
           
        
	

        	
          (k)
        	
          liabilities, if any, with respect to Qualified Financial Contracts;
          and
        
	

        	

        	
           
        
	

        	
          (l)
        	
          duties and obligations under any contract pursuant to which the
          Failed Bank provides mortgage servicing for others, or mortgage
          servicing is provided to the Failed Bank by others.
        


    

    
      Schedule 2.1 attached hereto and incorporated herein sets forth certain
      categories of Liabilities Assumed and the aggregate Book Value of the
      Liabilities Assumed in such categories. Such schedule is based upon the
      best information available to the Receiver and may be adjusted as
      provided in Article VIII.
    

    
      2.2                 Interest
      on Deposit Liabilities. The Assuming Bank agrees that, from and
      after Bank Closing, it will accrue and pay interest on Deposit
      liabilities assumed pursuant to Section 2.1 at a rate(s) it shall
      determine; provided, that for nontransaction Deposit
      liabilities such rate(s) shall not be less than the lowest rate offered
      by the Assuming Bank to its depositors for nontransaction deposit
      accounts. The Assuming Bank shall permit each depositor to withdraw,
      without penalty for early withdrawal, all or any portion of such
      depositor's Deposit, whether or not the Assuming Bank elects to pay
      interest in accordance with any deposit agreement formerly existing
      between the Failed Bank and such depositor; and further provided,
      that if such Deposit has been pledged to secure an obligation of
      the depositor or other party, any withdrawal thereof shall be subject to
      the terms of the agreement governing such pledge. The Assuming Bank
      shall give notice to such depositors as provided in Section 5.3 of the
      rate(s) of interest which it has determined to pay and of such
      withdrawal rights.
    

    

    

    
    	

        	
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          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      2.3                Unclaimed
      Deposits. Fifteen (15) months following the Bank Closing
      Date, the Assuming Bank will provide the Receiver a listing of all
      deposit accounts, including the type of account, not claimed by the
      depositor. The Receiver will review the list and authorize the Assuming
      Bank to act on behalf of the Receiver to send a “Final Legal Notice” in
      a form substantially similar to Exhibit 2.3A to the owner(s) of the
      unclaimed deposits reminding them of the need to claim or arrange to
      continue their account(s) with the Assuming Bank. The Assuming Bank will
      send the “Final Legal Notice” to the depositors within thirty (30) days
      following notification of the Receiver’s authorization. The Assuming
      Bank will prepare an Affidavit of Mailing and will forward the Affidavit
      of Mailing to the Receiver after mailing out the “Final Legal Notice” in
      a form substantially similar to Exhibit 2.3B to the owner(s) of
      unclaimed deposit accounts.
    

    
      If, within eighteen (18) months after Bank Closing, any depositor of the
      Failed Bank does not claim or arrange to continue such depositor’s
      Deposit assumed pursuant to Section 2.1 at the Assuming Bank, the
      Assuming Bank shall, within fifteen (15) Business Days after the end of
      such eighteen (18) month period, (i) refund to the Receiver the full
      amount of each such deposit (without reduction for service charges),
      (ii) provide to the Receiver a schedule of all such refunded Deposits in
      such form as may be prescribed by the Receiver, and (iii) assign,
      transfer, convey, and deliver to the Receiver, all right, title, and
      interest of the Assuming Bank in and to the Records previously
      transferred to the Assuming Bank and other records generated or
      maintained by the Assuming Bank pertaining to such Deposits. During such
      eighteen (18) month period, at the request of the Receiver, the Assuming
      Bank promptly shall provide to the Receiver schedules of unclaimed
      deposits in such form as may be prescribed by the Receiver.
    

    
      2.4                 Employee
      Benefit Plans. Except as provided in Section 4.12, the Assuming
      Bank shall have no liabilities, obligations or responsibilities under
      the Failed Bank's health care, bonus, vacation, pension, profit sharing
      or stock purchase plans or similar plans, if any, unless the Receiver
      and the Assuming Bank agree otherwise subsequent to the date of this
      Agreement.
    

    
      ARTICLE III
PURCHASE OF ASSETS
    

    
      3.1                Assets
      Purchased by Assuming Bank. Subject to Sections 3.5 and 3.6, the
      Assuming Bank hereby purchases from the Receiver, and the Receiver
      hereby sells, assigns, transfers, conveys, and delivers to the Assuming
      Bank, all right, title, and interest of the Receiver in and to all of
      the assets (real, personal and mixed, wherever located and however
      acquired) of the Failed Bank whether or not reflected on the books of
      the Failed Bank as of Bank Closing, as set forth in Schedule 3.1
      attached hereto and incorporated herein. Schedule 3.1 sets forth certain
      categories of Assets. Such schedule is based upon the best information
      available to the Receiver and may be adjusted as provided in Article
      VIII. Assets are purchased hereunder by the Assuming Bank subject to all
      liabilities for indebtedness collateralized by Liens affecting such
      Assets to the extent provided in Section 2.1.
    

    

    

    
    	

        	
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          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      3.2                 Asset
      Purchase Price.
    

    
      (a)                All Assets and assets of the Failed Bank subject to
      an option to purchase by the Assuming Bank shall be purchased for the
      amount, or the amount resulting from the method specified for
      determining the amount, as specified on Schedule 3.2, except as
      otherwise may be provided herein. Any Asset, asset of the Failed Bank
      subject to an option to purchase or other asset purchased for which no
      purchase price is specified on Schedule 3.2 or otherwise herein shall be
      purchased at its Book Value. Loans or other assets charged off the
      Accounting Records of the Failed Bank prior to October 1, 2009 shall be
      purchased at a price of zero.
    

    
      (b)                The purchase price for securities (other than the
      capital stock of any Acquired Subsidiary) purchased under Section 3.1 by
      the Assuming Bank shall be the market value thereof as of Bank Closing,
      which market value shall be (i) the market price for each such security
      quoted at the close of the trading day effective on Bank Closing as
      published electronically by Bloomberg, L.P., or alternatively, at the
      discretion of the Receiver, IDC/Financial Times (FT) Interactive Data;
      (ii) provided, that if such market price is not available
      for any such security, the Assuming Bank will submit a bid for each such
      security within three days of notification/bid request by the Receiver
      (unless a different time period is agreed to by the Assuming Bank and
      the Receiver) and the Receiver, in its sole discretion will accept or
      reject each such bid; and (iii) further provided in the
      absence of an acceptable bid from the Assuming Bank, each such security
      shall not pass to the Assuming Bank and shall be deemed to be an
      excluded asset hereunder.
    

    
      (c)                Qualified Financial Contracts shall be purchased at
      market value determined in accordance with the terms of Exhibit 3.2(c).
      Any costs associated with such valuation shall be shared equally by the
      Receiver and the Assuming Bank.
    

    
      3.3                Manner
      of Conveyance; Limited Warranty; Nonrecourse; Etc. THE
      CONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTY
      INTERESTS, PURCHASED BY THE ASSUMING BANK UNDER THIS AGREEMENT SHALL BE
      MADE, AS NECESSARY, BY RECEIVER'S DEED OR RECEIVER'S BILL OF SALE, "AS
      IS", "WHERE IS", WITHOUT RECOURSE AND, EXCEPT AS OTHERWISE SPECIFICALLY
      PROVIDED IN THIS AGREEMENT, WITHOUT ANY WARRANTIES WHATSOEVER WITH
      RESPECT TO SUCH ASSETS, EXPRESS OR IMPLIED, WITH RESPECT TO TITLE,
      ENFORCEABILITY, COLLECTIBILITY, DOCUMENTATION OR FREEDOM FROM LIENS OR
      ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.
    

    
      3.4                 Puts
      of Assets to the Receiver.
    

    

    

    
    	

        	
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          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (a)                Puts
      Within and at 30 Days After Bank Closing. During the
      thirty (30)-day period following Bank Closing and only during such
      period, in accordance with this Section 3.4, the Assuming Bank shall be
      entitled to require the Receiver to purchase any New Loan that was
      transferred to the Assuming Bank pursuant to Section 3.1, and at the end
      of the thirty (30)-day period following Bank Closing and at that time
      only, in accordance with this Section 3.4, the Assuming Bank shall be
      entitled to require the Receiver to purchase any remaining overdraft
      transferred to the Assuming Bank pursuant to 3.1 which both was made
      after October 1, 2009 and was not made pursuant to an overdraft
      protection plan or similar extension of credit. Notwithstanding the
      foregoing, the Assuming Bank shall not have the right to require the
      Receiver to purchase any Loan if (i) the Obligor with respect to such
      Loan is an Acquired Subsidiary, or (ii) the Assuming Bank has:
    

    
    	
           
        	
          (A)
        	
          made any advance in accordance with the terms of a Commitment or
          otherwise with respect to such Loan;
        
	

        	

        	
           
        
	

        	
          (B)
        	
          taken any action that increased the amount of a Related Liability
          with respect to such Loan over the amount of such liability
          immediately prior to the time of such action;
        
	

        	

        	
           
        
	

        	
          (C)
        	
          created or permitted to be created any Lien on such Loan which
          secures indebtedness for money borrowed or which constitutes a
          conditional sales agreement, capital lease or other title retention
          agreement;
        
	

        	

        	
           
        
	

        	
          (D)
        	
          entered into, agreed to make, grant or permit, or made, granted or
          permitted any modification or amendment to, any waiver or extension
          with respect to, or any renewal, refinancing or refunding of, such
          Loan or related Credit Documents or collateral, including, without
          limitation, any act or omission which diminished such collateral; or
        
	

        	

        	
           
        
	

        	
          (E)
        	
          sold, assigned or transferred all or a portion of such Loan to a
          third party (whether with or without recourse).
        


    

    
      The Assuming Bank shall transfer all such Loans to the Receiver without
      recourse, and shall indemnify the Receiver against any and all claims of
      any Person claiming by, through or under the Assuming Bank with respect
      to any such Loan, as provided in Section 12.4.
    

    
      (b)                Puts
      Prior to the Settlement Date. During the period from Bank
      Closing to and including the Business Day immediately preceding the
      Settlement Date, the Assuming Bank shall be entitled to require the
      Receiver to purchase any Asset which the Assuming Bank can establish is
      evidenced by forged or stolen instruments as of Bank Closing; provided,
      that, the Assuming Bank shall not have the right to require the
      Receiver to purchase any such Asset with respect to which the Assuming
      Bank has taken any action referred to in Section 3.4(a)(ii) with respect
      to such Asset. The Assuming Bank shall transfer all such Assets to the
      Receiver without recourse, and shall indemnify the Receiver against any
      and all claims of any Person claiming by, through or under the Assuming
      Bank with respect to any such Asset, as provided in Section 12.4.
    

    

    

    
    	

        	
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          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (c)                Notices
      to the Receiver. In the event that the Assuming Bank
      elects to require the Receiver to purchase one or more Assets, the
      Assuming Bank shall deliver to the Receiver a notice (a "Put Notice")
      which shall include:
    

    
    	
           
        	
          (i)
        	
          a list of all Assets that the Assuming Bank requires the Receiver to
          purchase;
        
	

        	

        	
           
        
	

        	
          (ii)
        	
          a list of all Related Liabilities with respect to the Assets
          identified pursuant to (i) above; and
        
	

        	

        	
           
        
	

        	
          (iii)
        	
          a statement of the estimated Repurchase Price of each Asset
          identified pursuant to (i) above as of the applicable Put Date.
        


    

    
      Such notice shall be in the form prescribed by the Receiver or such
      other form to which the Receiver shall consent. As provided in Section
      9.6, the Assuming Bank shall deliver to the Receiver such documents,
      Credit Files and such additional information relating to the subject
      matter of the Put Notice as the Receiver may request and shall provide
      to the Receiver full access to all other relevant books and records.
    

    
      (d)                Purchase
      by Receiver. The Receiver shall purchase Loans that are
      specified in the Put Notice and shall assume Related Liabilities with
      respect to such Loans, and the transfer of such Loans and Related
      Liabilities shall be effective as of a date determined by the Receiver
      which date shall not be later than thirty (30) days after receipt by the
      Receiver of the Credit Files with respect to such Loans (the "Put Date").
    

    
      (e)                Purchase
      Price and Payment Date. Each Loan purchased by the
      Receiver pursuant to this Section 3.4 shall be purchased at a price
      equal to the Repurchase Price of such Loan less the Related Liability
      Amount applicable to such Loan, in each case determined as of the
      applicable Put Date. If the difference between such Repurchase Price and
      such Related Liability Amount is positive, then the Receiver shall pay
      to the Assuming Bank the amount of such difference; if the difference
      between such amounts is negative, then the Assuming Bank shall pay to
      the Receiver the amount of such difference. The Assuming Bank or the
      Receiver, as the case may be, shall pay the purchase price determined
      pursuant to this Section 3.4(e) not later than the twentieth (20th)
      Business Day following the applicable Put Date, together with interest
      on such amount at the Settlement Interest Rate for the period from and
      including such Put Date to and including the day preceding the date upon
      which payment is made.
    

    
      (f)                Servicing.
      The Assuming Bank shall administer and manage any Asset subject to
      purchase by the Receiver in accordance with usual and prudent banking
      standards and business practices until such time as such Asset is
      purchased by the Receiver.
    

    
      (g)                Reversals.
      In the event that the Receiver purchases an Asset (and assumes the
      Related Liability) that it is not required to purchase pursuant to this
      Section 3.4, the Assuming Bank shall repurchase such Asset (and assume
      such Related Liability) from the Receiver at a price computed so as to
      achieve the same economic result as would apply if the Receiver had
      never purchased such Asset pursuant to this Section 3.4.
    

    

    

    
    	

        	
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          The Tattnall Bank
        
	
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          Reidsville, Georgia
        
	
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      3.5               Assets
      Not Purchased by Assuming Bank. The Assuming Bank does not
      purchase, acquire or assume, or (except as otherwise expressly provided
      in this Agreement) obtain an option to purchase, acquire or assume under
      this Agreement:
    

    
      (a)                any financial institution bonds, banker's blanket
      bonds, or public liability, fire, or extended coverage insurance policy
      or any other insurance policy of the Failed Bank, or premium refund,
      unearned premium derived from cancellation, or any proceeds payable with
      respect to any of the foregoing;
    

    
      (b)                any interest, right, action, claim, or judgment
      against (i) any officer, director, employee, accountant, attorney, or
      any other Person employed or retained by the Failed Bank or any
      Subsidiary of the Failed Bank on or prior to Bank Closing arising out of
      any act or omission of such Person in such capacity, (ii) any
      underwriter of financial institution bonds, banker's blanket bonds or
      any other insurance policy of the Failed Bank, (iii) any shareholder or
      holding company of the Failed Bank, or (iv) any other Person whose
      action or inaction may be related to any loss (exclusive of any loss
      resulting from such Person's failure to pay on a Loan made by the Failed
      Bank) incurred by the Failed Bank; provided, that for the
      purposes hereof, the acts, omissions or other events giving rise to any
      such claim shall have occurred on or before Bank Closing, regardless of
      when any such claim is discovered and regardless of whether any such
      claim is made with respect to a financial institution bond, banker's
      blanket bond, or any other insurance policy of the Failed Bank in force
      as of Bank Closing;
    

    
      (c)                prepaid regulatory assessments of the Failed Bank, if
      any;
    

    
      (d)                legal or equitable interests in tax receivables of
      the Failed Bank, if any, including any claims arising as a result of the
      Failed Bank having entered into any agreement or otherwise being joined
      with another Person with respect to the filing of tax returns or the
      payment of taxes;
    

    
      (e)                Federal Reserve Bank, Federal Home Loan Bank stock,
      Federal Home Loan Mortgage Corporation and Federal National Mortgage
      Association preferred stock, if any;
    

    
      (f)                amounts reflected on the Accounting Records of the
      Failed Bank as of Bank Closing as a general or specific loss reserve or
      contingency account, if any;
    

    
      (g)                leased or owned Bank Premises and leased or owned
      Furniture and Equipment and Fixtures and data processing equipment
      (including hardware and software) located on leased [or owned] Bank
      Premises, if any; provided, that the Assuming Bank does
      obtain an option under Section 4.6, Section 4.7 or Section 4.8, as the
      case may be, with respect thereto;
    

    
      (h)                owned Bank Premises which the Receiver, in its
      discretion, determines may contain environmentally hazardous substances;
    

    
      (i)                any "goodwill," as such term is defined in the
      instructions to the report of condition prepared by banks examined by
      the Corporation in accordance with 12 C.F.R. Section 304.4, and other
      intangibles;
    

    

    

    
    	

        	
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          Reidsville, Georgia
        
	
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      (j)                any criminal restitution or forfeiture orders issued
      in favor of the Failed Bank; and
    

    
      (k)                assets essential to the Receiver in accordance with
      Section 3.6; and
    

    
      (l)                all private label asset-backed securities, including,
      but not limited to, those listed on the attached Schedule 3.5(l).
    

    
      3.6                 Assets
      Essential to Receiver.
    

    
      (a)                 The Receiver may refuse to sell to the Assuming
      Bank, or the Assuming Bank agrees, at the request of the Receiver set
      forth in a written notice to the Assuming Bank, to assign, transfer,
      convey, and deliver to the Receiver all of the Assuming Bank's right,
      title and interest in and to, any Asset or asset essential to the
      Receiver as determined by the Receiver in its discretion (together with
      all Credit Documents evidencing or pertaining thereto), which may
      include any Asset or asset that the Receiver determines to be:
    

    
    	
           
        	
          (i)
        	
          made to an officer, director, or other Person engaging in the
          affairs of the Failed Bank, its Subsidiaries or Affiliates or any
          related entities of any of the foregoing;
        
	

        	

        	
           
        
	

        	
          (ii)
        	
          the subject of any investigation relating to any claim with respect
          to any item described in Section 3.5(a) or (b), or the subject of,
          or potentially the subject of, any legal proceedings;
        
	

        	

        	
           
        
	

        	
          (iii)
        	
          made to a Person who is an Obligor on a loan owned by the Receiver
          or the Corporation in its corporate capacity or its capacity as
          receiver of any institution;
        
	

        	

        	
           
        
	

        	
          (iv)
        	
          secured by collateral which also secures any asset owned by the
          Receiver; or
        
	

        	

        	
           
        
	

        	
          (v)
        	
          related to any asset of the Failed Bank not purchased by the
          Assuming Bank under this Article III or any liability of the Failed
          Bank not assumed by the Assuming Bank under Article II.
        


    

    
      (b)                 Each such Asset or asset purchased by the Receiver
      shall be purchased at a price equal to the Repurchase Price thereof less
      the Related Liability Amount with respect to any Related Liabilities
      related to such Asset or asset, in each case determined as of the date
      of the notice provided by the Receiver pursuant to Section 3.6(a). The
      Receiver shall pay the Assuming Bank not later than the twentieth (20th)
      Business Day following receipt of related Credit Documents and Credit
      Files together with interest on such amount at the Settlement Interest
      Rate for the period from and including the date of receipt of such
      documents to and including the day preceding the day on which payment is
      made. The Assuming Bank agrees to administer and manage each such Asset
      or asset in accordance with usual and prudent banking standards and
      business practices until each such Asset or asset is purchased by the
      Receiver. All transfers with respect to Asset or assets under this
      Section 3.6 shall be made as provided in Section 9.6. The Assuming Bank
      shall transfer all such Asset or assets and Related Liabilities to the
      Receiver without recourse, and shall indemnify the Receiver against any
      and all claims of any Person claiming by, through or under the Assuming
      Bank with respect to any such Asset or asset, as provided in Section
      12.4.
    

    

    

    
    	

        	
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          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      ARTICLE IV
ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS
    

    
      The Assuming Bank agrees with the Receiver and the Corporation as
      follows:
    

    
      4.1 Continuation of Banking Business. For the period
      commencing the first banking Business Day after Bank Closing and ending
      no earlier than the first anniversary of Bank Closing, the Assuming Bank
      will provide full service banking in the trade area of the Failed Bank.
      Thereafter, the Assuming Bank may cease providing such banking services
      in the trade area of the Failed Bank, provided the Assuming Bank has
      received all necessary regulatory approvals. At the option of the
      Assuming Bank, such banking services may be provided at any or all of
      the Bank Premises, or at other premises within such trade area. The
      trade area shall be determined by the Receiver.
    

    
      4.2 Agreement with Respect to Credit Card Business. The
      Assuming Bank agrees to honor and perform, from and after Bank Closing,
      all duties and obligations with respect to the Failed Bank's credit card
      business, and/or processing related to credit cards, if any, and assumes
      all outstanding extensions of credit with respect thereto. Fees related
      to the credit card business collected prior to Bank Closing shall be for
      the benefit of the Receiver and fees collected after Bank Closing shall
      be for the benefit of the Assuming Bank.
    

    
      4.3 Agreement with Respect to Safe Deposit Business. The
      Assuming Bank assumes and agrees to discharge, from and after Bank
      Closing, in the usual course of conducting a banking business, the
      duties and obligations of the Failed Bank with respect to all Safe
      Deposit Boxes, if any, of the Failed Bank and to maintain all of the
      necessary facilities for the use of such boxes by the renters thereof
      during the period for which such boxes have been rented and the rent
      therefore paid to the Failed Bank, subject to the provisions of the
      rental agreements between the Failed Bank and the respective renters of
      such boxes; provided, that the Assuming Bank may relocate
      the Safe Deposit Boxes of the Failed Bank to any office of the Assuming
      Bank located in the trade area of the Failed Bank. The Safe Deposit
      Boxes shall be located and maintained in the trade area of the Failed
      Bank for a minimum of one year from Bank Closing. The trade area shall
      be determined by the Receiver. Fees related to the safe deposit business
      earned prior to the Bank Closing Date shall be for the benefit of the
      Receiver and fees earned after the Bank Closing Date shall be for the
      benefit of the Assuming Bank.
    

    
      4.4 Agreement with Respect to Safekeeping Business. The
      Receiver transfers, conveys and delivers to the Assuming Bank and the
      Assuming Bank accepts all securities and other items, if any, held by
      the Failed Bank in safekeeping for its customers as of Bank Closing. The
      Assuming Bank assumes and agrees to honor and discharge, from and after
      Bank Closing, the duties and obligations of the Failed Bank with respect
      to such securities and items held in safekeeping. The Assuming Bank
      shall be entitled to all rights and benefits heretofore accrued or
      hereafter accruing with respect thereto. The Assuming Bank shall provide
      to the Receiver written verification of all assets held by the Failed
      Bank for safekeeping within sixty (60) days after Bank Closing. The
      assets held for safekeeping by the Failed Bank shall be held and
      maintained by the Assuming Bank in the trade area of the Failed Bank for
      a minimum of one year from Bank Closing. At the option of the Assuming
      Bank, the safekeeping business may be provided at any or all of the Bank
      Premises, or at other premises within such trade area. The trade area
      shall be determined by the Receiver. Fees related to the safekeeping
      business earned prior to the Bank Closing Date shall be for the benefit
      of the Receiver and fees earned after the Bank Closing Date shall be for
      the benefit of the Assuming Bank.
    

    

    

    
    	

        	
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          The Tattnall Bank
        
	
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          Reidsville, Georgia
        
	
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      4.5               Agreement
      with Respect to Trust Business.
    

    
      (a)                The Assuming Bank shall, without further transfer,
      substitution, act or deed, to the full extent permitted by law, succeed
      to the rights, obligations, properties, assets, investments, deposits,
      agreements, and trusts of the Failed Bank under trusts, executorships,
      administrations, guardianships, and agencies, and other fiduciary or
      representative capacities, all to the same extent as though the Assuming
      Bank had assumed the same from the Failed Bank prior to Bank Closing; provided,
      that any liability based on the misfeasance, malfeasance or
      nonfeasance of the Failed Bank, its directors, officers, employees or
      agents with respect to the trust business is not assumed hereunder. Fees
      related to the trust business collected prior to Bank Closing shall be
      for the benefit of the Receiver and fees collected after Bank Closing
      shall be for the benefit of the Assuming Bank.
    

    
      (b)                The Assuming Bank shall, to the full extent permitted
      by law, succeed to, and be entitled to take and execute, the appointment
      to all executorships, trusteeships, guardianships and other fiduciary or
      representative capacities to which the Failed Bank is or may be named in
      wills, whenever probated, or to which the Failed Bank is or may be named
      or appointed by any other instrument.
    

    
      (c)                In the event additional proceedings of any kind are
      necessary to accomplish the transfer of such trust business, the
      Assuming Bank agrees that, at its own expense, it will take whatever
      action is necessary to accomplish such transfer. The Receiver agrees to
      use reasonable efforts to assist the Assuming Bank in accomplishing such
      transfer.
    

    
      (d)                The Assuming Bank shall provide to the Receiver
      written verification of the assets held in connection with the Failed
      Bank's trust business within sixty (60) days after Bank Closing.
    

    
      4.6                Agreement
      with Respect to Bank Premises.
    

    
      (a)                 Option
      to Purchase. Subject to Section 3.5, the Receiver hereby
      grants to the Assuming Bank an exclusive option for the period of ninety
      (90) days commencing the day after Bank Closing to purchase any or all
      owned Bank Premises. The Assuming Bank shall give written notice to the
      Receiver within the option period of its election to purchase or not to
      purchase any of the owned Bank Premises. Any purchase of such premises
      shall be effective as of the date of Bank Closing and such purchase
      shall be consummated as soon as practicable thereafter, and in no event
      later than the Settlement Date. If the Assuming Bank gives notice of its
      election not to purchase one or more of the owned Bank Premises within
      seven (7) days of Bank Closing, then, not withstanding any other
      provision of this Agreement to the contrary, the Assuming Bank shall not
      be liable for any of the costs or fees associated with appraisals for
      such Bank Premises.
    

    

    

    
    	

        	
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          Reidsville, Georgia
        
	
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      (b)                Option
      to Lease. The Receiver hereby grants to the Assuming Bank
      an exclusive option for the period of ninety (90) days commencing the
      day after Bank Closing to cause the Receiver to assign to the Assuming
      Bank any or all leases for leased Bank Premises, if any, which have been
      continuously occupied by the Assuming Bank from Bank Closing to the date
      it elects to accept an assignment of the leases with respect thereto to
      the extent such leases can be assigned; provided, that the
      exercise of this option with respect to any lease must be as to all
      premises or other property subject to the lease. If an assignment cannot
      be made of any such leases, the Receiver may, in its discretion, enter
      into subleases with the Assuming Bank containing the same terms and
      conditions provided under such existing leases for such leased Bank
      Premises or other property. The Assuming Bank shall give notice to the
      Receiver within the option period of its election to accept or not to
      accept an assignment of any or all leases (or enter into subleases or
      new leases in lieu thereof). The Assuming Bank agrees to assume all
      leases assigned (or enter into subleases or new leases in lieu thereof)
      pursuant to this Section 4.6.
    

    
      (c)                Facilitation.
      The Receiver agrees to facilitate the assumption, assignment or
      sublease of leases or the negotiation of new leases by the Assuming
      Bank; provided, that neither the Receiver nor the
      Corporation shall be obligated to engage in litigation, make payments to
      the Assuming Bank or to any third party in connection with facilitating
      any such assumption, assignment, sublease or negotiation or commit to
      any other obligations to third parties.
    

    
      (d)                Occupancy.
      The Assuming Bank shall give the Receiver fifteen (15) days' prior
      written notice of its intention to vacate prior to vacating any leased
      Bank Premises with respect to which the Assuming Bank has not exercised
      the option provided in Section 4.6(b). Any such notice shall be deemed
      to terminate the Assuming Bank's option with respect to such leased Bank
      Premises.
    

    
      (e)                Occupancy
      Costs.
    

    
      (i)                The Assuming Bank agrees to pay to the Receiver, or
      to appropriate third parties at the direction of the Receiver, during
      and for the period of any occupancy by it of (x) owned Bank Premises the
      market rental value and all operating costs, and (y) leased Bank
      Premises, all operating costs with respect thereto and to comply with
      all relevant terms of applicable leases entered into by the Failed Bank,
      including without limitation the timely payment of all rent. Operating
      costs include, without limitation all taxes, fees, charges, utilities,
      insurance and assessments, to the extent not included in the rental
      value or rent. If the Assuming Bank elects to purchase any owned Bank
      Premises in accordance with Section 4.6(a), the amount of any rent paid
      (and taxes paid to the Receiver which have not been paid to the taxing
      authority and for which the Assuming Bank assumes liability) by the
      Assuming Bank with respect thereto shall be applied as an offset against
      the purchase price thereof.
    

    

    

    
    	

        	
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          The Tattnall Bank
        
	
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          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (ii)               The Assuming Bank agrees during the period of
      occupancy by it of owned or leased Bank Premises, to pay to the Receiver
      rent for the use of all owned or leased Furniture and Equipment and all
      owned or leased Fixtures located on such Bank Premises for the period of
      such occupancy. Rent for such property owned by the Failed Bank shall be
      the market rental value thereof, as determined by the Receiver within
      sixty (60) days after Bank Closing. Rent for such leased property shall
      be an amount equal to any and all rent and other amounts which the
      Receiver incurs or accrues as an obligation or is obligated to pay for
      such period of occupancy pursuant to all leases and contracts with
      respect to such property. If the Assuming Bank purchases any owned
      Furniture and Equipment or owned Fixtures in accordance with Section
      4.6(f) or 4.6(h), the amount of any rents paid by the Assuming Bank with
      respect thereto shall be applied as an offset against the purchase price
      thereof.
    

    
      (f)                Certain
      Requirements as to Furniture, Equipment and Fixtures. If
      the Assuming Bank purchases owned Bank Premises or accepts an assignment
      of the lease (or enters into a sublease or a new lease in lieu thereof)
      for leased Bank Premises as provided in Section 4.6(a) or 4.6(b), or if
      the Assuming Bank does not exercise such option but within twelve (12)
      months following Bank Closing obtains the right to occupy such premises
      (whether by assignment, lease, sublease, purchase or otherwise), other
      than in accordance with Section 4.6(a) or (b), the Assuming Bank shall
      (i) effective as of the date of Bank Closing, purchase from the Receiver
      all Furniture and Equipment and Fixtures owned by the Failed Bank and
      located thereon as of Bank Closing, (ii) accept an assignment or a
      sublease of the leases or negotiate new leases for all Furniture and
      Equipment and Fixtures leased by the Failed Bank and located thereon,
      and (iii) if applicable, accept an assignment or a sublease of any
      ground lease or negotiate a new ground lease with respect to any land on
      which such Bank Premises are located; provided, that the
      Receiver shall not have disposed of such Furniture and Equipment and
      Fixtures or repudiated the leases specified in clause (ii) or (iii).
    

    
      (g)                Vacating
      Premises.
    

    
      (i)                If the Assuming Bank elects not to purchase any owned
      Bank Premises, the notice of such election in accordance with Section
      4.6(a) shall specify the date upon which the Assuming Bank's occupancy
      of such premises shall terminate, which date shall not be later than
      ninety (90) days after the date of the Assuming Bank's notice not to
      exercise such option. The Assuming Bank promptly shall relinquish and
      release to the Receiver such premises and the Furniture and Equipment
      and Fixtures located thereon in the same condition as at Bank Closing,
      normal wear and tear excepted. By occupying any such premises after the
      expiration of such ninety (90)-day period, the Assuming Bank shall, at
      the Receiver's option, (x) be deemed to have agreed to purchase such
      Bank Premises, and to assume all leases, obligations and liabilities
      with respect to leased Furniture and Equipment and leased Fixtures
      located thereon and any ground lease with respect to the land on which
      such premises are located, and (y) be required to purchase all Furniture
      and Equipment and Fixtures owned by the Failed Bank and located on such
      premises as of Bank Closing.
    

    

    

    
    	

        	
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          Reidsville, Georgia
        
	
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      (ii)                 If the Assuming Bank elects not to accept an
      assignment of the lease or sublease any leased Bank Premises, the notice
      of such election in accordance with Section 4.6(b) shall specify the
      date upon which the Assuming Bank's occupancy of such leased Bank
      Premises shall terminate, which date shall not be later than the date
      which is one hundred eighty (180) days after Bank Closing. Upon vacating
      such premises, the Assuming Bank shall relinquish and release to the
      Receiver such premises and the Fixtures and the Furniture and Equipment
      located thereon in the same condition as at Bank Closing, normal wear
      and tear excepted. By failing to provide notice of its intention to
      vacate such premises prior to the expiration of the option period
      specified in Section 4.6(b), or by occupying such premises after the one
      hundred eighty (180)-day period specified above in this paragraph (ii),
      the Assuming Bank shall, at the Receiver's option, (x) be deemed to have
      assumed all leases, obligations and liabilities with respect to such
      premises (including any ground lease with respect to the land on which
      premises are located), and leased Furniture and Equipment and leased
      Fixtures located thereon in accordance with this Section 4.6 (unless the
      Receiver previously repudiated any such lease), and (y) be required to
      purchase all Furniture and Equipment and Fixtures owned by the Failed
      Bank and located on such premises as of Bank Closing.
    

    
      (h)                 Furniture
      and Equipment and Certain Other Equipment. The Receiver
      hereby grants to the Assuming Bank an option to purchase all Furniture
      and Equipment or any telecommunications, data processing equipment
      (including hardware and software) and check processing and similar
      operating equipment owned by the Failed Bank and located at any owned or
      leased Bank Premises that the Assuming Bank elects to vacate or which it
      could have, but did not occupy, pursuant to this Section 4.6; provided,
      that, the Assuming Bank shall give the Receiver notice of its
      election to purchase such property at the time it gives notice of its
      intention to vacate such Bank Premises or within ten (10) days after
      Bank Closing for Bank Premises it could have, but did not, occupy.
    

    
      4.7                Agreement
      with Respect to Leased Data Processing Equipment
    

    
      (a)                The Receiver hereby grants to the Assuming Bank an
      exclusive option for the period of ninety (90) days commencing the day
      after Bank Closing to accept an assignment from the Receiver of any or
      all Data Processing Leases to the extent that such Data Processing
      Leases can be assigned.
    

    
      (b)                The Assuming Bank shall (i) give written notice to
      the Receiver within the option period specified in Section 4.7(a) of its
      intent to accept an assignment or sublease of any or all Data Processing
      Leases and promptly accept an assignment or sublease of such Data
      Processing Leases, and (ii) give written notice to the appropriate
      lessor(s) that it has accepted an assignment or sublease of any such
      Data Processing Leases.
    

    

    

    

    

    
    	

        	
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          Reidsville, Georgia
        
	
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      (c)                The Receiver agrees to facilitate the assignment or
      sublease of Data Processing Leases or the negotiation of new leases or
      license agreements by the Assuming Bank; provided, that
      neither the Receiver nor the Corporation shall be obligated to engage in
      litigation or make payments to the Assuming Bank or to any third party
      in connection with facilitating any such assumption, assignment,
      sublease or negotiation.
    

    
      (d)                The Assuming Bank agrees, during its period of use of
      any property subject to a Data Processing Lease, to pay to the Receiver
      or to appropriate third parties at the direction of the Receiver all
      operating costs with respect thereto and to comply with all relevant
      terms of the applicable Data Processing Leases entered into by the
      Failed Bank, including without limitation the timely payment of all
      rent, taxes, fees, charges, utilities, insurance and assessments.
    

    
      (e)                The Assuming Bank shall, not later than fifty (50)
      days after giving the notice provided in Section 4.7(b), (i) relinquish
      and release to the Receiver all property subject to the relevant Data
      Processing Lease, in the same condition as at Bank Closing, normal wear
      and tear excepted, or (ii) accept an assignment or a sublease thereof or
      negotiate a new lease or license agreement under this Section 4.7.
    

    
      4.8               Agreement
      with Respect to Certain Existing Agreements.
    

    
      (a)                Subject to the provisions of Section 4.8(b), with
      respect to agreements existing as of Bank Closing which provide for the
      rendering of services by or to the Failed Bank, within thirty (30) days
      after Bank Closing, the Assuming Bank shall give the Receiver written
      notice specifying whether it elects to assume or not to assume each such
      agreement. Except as may be otherwise provided in this Article IV, the
      Assuming Bank agrees to comply with the terms of each such agreement for
      a period commencing on the day after Bank Closing and ending on: (i) in
      the case of an agreement that provides for the rendering of services by
      the Failed Bank, the date which is ninety (90) days after Bank Closing,
      and (ii) in the case of an agreement that provides for the rendering of
      services to the Failed Bank, the date which is thirty (30) days after
      the Assuming Bank has given notice to the Receiver of its election not
      to assume such agreement; provided, that the Receiver can
      reasonably make such service agreements available to the Assuming Bank.
      The Assuming Bank shall be deemed by the Receiver to have assumed
      agreements for which no notification is timely given. The Receiver
      agrees to assign, transfer, convey, and deliver to the Assuming Bank all
      right, title and interest of the Receiver, if any, in and to agreements
      the Assuming Bank assumes hereunder. In the event the Assuming Bank
      elects not to accept an assignment of any lease (or sublease) or
      negotiate a new lease for leased Bank Premises under Section 4.6 and
      does not otherwise occupy such premises, the provisions of this Section
      4.8(a) shall not apply to service agreements related to such premises.
      The Assuming Bank agrees, during the period it has the use or benefit of
      any such agreement, promptly to pay to the Receiver or to appropriate
      third parties at the direction of the Receiver all operating costs with
      respect thereto and to comply with all relevant terms of such agreement.
    

    
      (b)                The provisions of Section 4.8(a) shall not apply to
      (i) agreements pursuant to which the Failed Bank provides mortgage
      servicing for others or mortgage servicing is provided to the Failed
      Bank by others, (ii) agreements that are subject to Sections 4.1 through
      4.7 and any insurance policy or bond referred to in Section 3.5(a) or
      other agreement specified in Section 3.5, and (iii) consulting,
      management or employment agreements, if any, between the Failed Bank and
      its employees or other Persons. Except as otherwise expressly set forth
      elsewhere in this Agreement, the Assuming Bank does not assume any
      liabilities or acquire any rights under any of the agreements described
      in this Section 4.8(b).
    

    

    

    
    	

        	
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      4.9               Informational
      Tax Reporting. The Assuming Bank agrees to perform all
      obligations of the Failed Bank with respect to Federal and State income
      tax informational reporting related to (i) the Assets and the
      Liabilities Assumed, (ii) deposit accounts that were closed and loans
      that were paid off or collateral obtained with respect thereto prior to
      Bank Closing, (iii) miscellaneous payments made to vendors of the Failed
      Bank, and (iv) any other asset or liability of the Failed Bank,
      including, without limitation, loans not purchased and Deposits not
      assumed by the Assuming Bank, as may be required by the Receiver.
    

    
      4.10             Insurance.
      The Assuming Bank agrees to obtain insurance coverage effective from
      and after Bank Closing, including public liability, fire and extended
      coverage insurance acceptable to the Receiver with respect to owned or
      leased Bank Premises that it occupies, and all owned or leased Furniture
      and Equipment and Fixtures and leased data processing equipment
      (including hardware and software) located thereon, in the event such
      insurance coverage is not already in force and effect with respect to
      the Assuming Bank as the insured as of Bank Closing. All such insurance
      shall, where appropriate (as determined by the Receiver), name the
      Receiver as an additional insured.
    

    
      4.11            Services
      for Receiver and Corporation. For the period commencing
      on the day following Bank Closing and ending on the one hundred
      eightieth (180th) day thereafter, the Assuming Bank agrees to provide to
      the Receiver and the Corporation, without charge, adequate and suitable
      office space (including parking facilities and vault space), furniture,
      equipment (including photocopying and telecopying machines), email
      accounts, network access and technology resources (such as shared drive)
      and utilities (including local telephone service and fax machines) at
      the Bank Premises occupied by the Assuming Bank for their use in the
      discharge of their respective functions with respect to the Failed Bank.
      In the event the Receiver and the Corporation determine that the space
      provided is inadequate or unsuitable, the Receiver and the Corporation
      may relocate to other quarters having adequate and suitable space and
      the costs of relocation and any rental and utility costs for the balance
      of the period of occupancy by the Receiver and the Corporation shall be
      borne by the Assuming Bank. Additionally, the Assuming Bank agrees to
      pay such bills and invoices on behalf of the Receiver and Corporation as
      the Receiver or Corporation may direct for the period beginning on the
      date of Bank Closing and ending on Settlement Date. Assuming Bank shall
      submit it requests for reimbursement of such expenditures pursuant to
      Article VIII of this Agreement.
    

    
      4.12            Agreement
      with Respect to Continuation of Group Health Plan Coverage for
      Former Employees of the Failed Bank.
    

    
      (a)              The Assuming Bank agrees to assist the Receiver, as
      provided in this Section 4.12, in offering individuals who were
      employees or former employees of the Failed Bank, or any of its
      Subsidiaries, and who, immediately prior to Bank Closing, were
      receiving, or were eligible to receive, health insurance coverage or
      health insurance continuation coverage from the Failed Bank ("Eligible
      Individuals"), the opportunity to obtain health insurance coverage in
      the Corporation's FIA Continuation Coverage Plan which provides for
      health insurance continuation coverage to such Eligible Individuals who
      are qualified beneficiaries of the Failed Bank as defined in Section 607
      of the Employee Retirement Income Security Act of 1974, as amended
      (respectively, "qualified beneficiaries" and "ERISA"). The Assuming Bank
      shall consult with the Receiver and not later than five (5) Business
      Days after Bank Closing shall provide written notice to the Receiver of
      the number (if available), identity (if available) and addresses (if
      available) of the Eligible Individuals who are qualified beneficiaries
      of the Failed Bank and for whom a "qualifying event" (as defined in
      Section 603 of ERISA) has occurred and with respect to whom the Failed
      Bank's obligations under Part 6 of Subtitle B of Title I of ERISA have
      not been satisfied in full, and such other information as the Receiver
      may reasonably require. The Receiver shall cooperate with the Assuming
      Bank in order to permit it to prepare such notice and shall provide to
      the Assuming Bank such data in its possession as may be reasonably
      required for purposes of preparing such notice.
    

    

    

    
    	

        	
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      (b)                The Assuming Bank shall take such further action to
      assist the Receiver in offering the Eligible Individuals who are
      qualified beneficiaries of the Failed Bank the opportunity to obtain
      health insurance coverage in the Corporation's FIA Continuation Coverage
      Plan as the Receiver may direct. All expenses incurred and paid by the
      Assuming Bank (i) in connection with the obligations of the Assuming
      Bank under this Section 4.12, and (ii) in providing health insurance
      continuation coverage to any Eligible Individuals who are hired by the
      Assuming Bank and such employees' qualified beneficiaries shall be borne
      by the Assuming Bank.
    

    
      (c)                This Section 4.12 is for the sole and exclusive
      benefit of the parties to this Agreement, and for the benefit of no
      other Person (including any former employee of the Failed Bank or any
      Subsidiary thereof or qualified beneficiary of such former employee).
      Nothing in this Section 4.12 is intended by the parties, or shall be
      construed, to give any Person (including any former employee of the
      Failed Bank or any Subsidiary thereof or qualified beneficiary of such
      former employee) other than the Corporation, the Receiver and the
      Assuming Bank any legal or equitable right, remedy or claim under or
      with respect to the provisions of this Section.
    

    
      4.13             Agreement
      with Respect to Interim Asset Servicing. At any time after Bank
      Closing, the Receiver may establish on its books an asset pool(s) and
      may transfer to such asset pool(s) (by means of accounting entries on
      the books of the Receiver) all or any assets and liabilities of the
      Failed Bank which are not acquired by the Assuming Bank, including,
      without limitation, wholly unfunded Commitments and assets and
      liabilities which may be acquired, funded or originated by the Receiver
      subsequent to Bank Closing. The Receiver may remove assets (and
      liabilities) from or add assets (and liabilities) to such pool(s) at any
      time in its discretion. At the option of the Receiver, the Assuming Bank
      agrees to service, administer, and collect such pool assets in
      accordance with and for the term set forth in Exhibit 4.13 "Interim
      Asset Servicing Arrangement".
    

    
      ARTICLE V
DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK
    

    
      5.1             Payment
      of Checks, Drafts and Orders. Subject to Section 9.5, the
      Assuming Bank agrees to pay all properly drawn checks, drafts and
      withdrawal orders of depositors of the Failed Bank presented for
      payment, whether drawn on the check or draft forms provided by the
      Failed Bank or by the Assuming Bank, to the extent that the Deposit
      balances to the credit of the respective makers or drawers assumed by
      the Assuming Bank under this Agreement are sufficient to permit the
      payment thereof, and in all other respects to discharge, in the usual
      course of conducting a banking business, the duties and obligations of
      the Failed Bank with respect to the Deposit balances due and owing to
      the depositors of the Failed Bank assumed by the Assuming Bank under
      this Agreement.
    

    

    

    
    	

        	
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          Reidsville, Georgia
        
	
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      5.2                 Certain
      Agreements Related to Deposits. Subject to Section 2.2, the
      Assuming Bank agrees to honor the terms and conditions of any written
      escrow or mortgage servicing agreement or other similar agreement
      relating to a Deposit liability assumed by the Assuming Bank pursuant to
      this Agreement.
    

    
      5.3                 Notice
      to Depositors.
    

    
      (a)                 Within seven (7) days after Bank Closing, the
      Assuming Bank shall give (i) notice to depositors of the Failed Bank of
      its assumption of the Deposit liabilities of the Failed Bank, and (ii)
      any notice required under Section 2.2, by mailing to each such depositor
      a notice with respect to such assumption and by advertising in a
      newspaper of general circulation in the county or counties in which the
      Failed Bank was located. The Assuming Bank agrees that it will obtain
      prior approval of all such notices and advertisements from counsel for
      the Receiver and that such notices and advertisements shall not be
      mailed or published until such approval is received.
    

    
      (b)                The Assuming Bank shall give notice by mail to
      depositors of the Failed Bank concerning the procedures to claim their
      deposits, which notice shall be provided to the Assuming Bank by the
      Receiver or the Corporation. Such notice shall be included with the
      notice to depositors to be mailed by the Assuming Bank pursuant to
      Section 5.3(a).
    

    
      (c)                If the Assuming Bank proposes to charge fees
      different from those charged by the Failed Bank before it establishes
      new deposit account relationships with the depositors of the Failed
      Bank, the Assuming Bank shall give notice by mail of such changed fees
      to such depositors.
    

    

    

    
      ARTICLE VI RECORDS
    

    
      6.1                 Transfer
      of Records.
    

    
      (a)                  In accordance with Sections 2.1 and 3.1, the
      Receiver assigns, transfers, conveys and delivers to the Assuming Bank
      the following:
    

    

    

    
    	
           
        	
          (i)
        	
          all Records pertaining to the Deposit liabilities of the Failed Bank
          assumed by the Assuming Bank under this Agreement, including, but
          not limited to, the following:
        
	

        	

        	
           
        
	

        	
          (A)
        	
          signature cards, orders, contracts between the Failed Bank and its
          depositors and Records of similar character;
        


    

    

    

    
    	

        	
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          (B)
        	
          passbooks of depositors held by the Failed Bank, deposit slips,
          cancelled checks and withdrawal orders representing charges to
          accounts of depositors; and
        
	

        	

        	
           
        
	

        	
          (ii)
        	
          all Records pertaining to the Assets, including, but not limited to,
          the following:
        
	

        	

        	
           
        
	

        	
          (A)
        	
          records of deposit balances carried with other banks, bankers or
          trust companies;
        
	

        	

        	
           
        
	

        	
          (B)
        	
          Loan and collateral records and Credit Files and other documents;
        
	

        	

        	
           
        
	

        	
          (C)
        	
          deeds, mortgages, abstracts, surveys, and other instruments or
          records of title pertaining to real estate or real estate mortgages;
        
	

        	

        	
           
        
	

        	
          (D)
        	
          signature cards, agreements and records pertaining to Safe Deposit
          Boxes, if any; and
        
	

        	

        	
           
        
	

        	
          (E)
        	
          records pertaining to the credit card business, trust business or
          safekeeping business of the Failed Bank, if any.
        


    

    
      (b)                  The Receiver, at its option, may assign and
      transfer to the Assuming Bank by a single blanket assignment or
      otherwise, as soon as practicable after Bank Closing, any other Records
      not assigned and transferred to the Assuming Bank as provided in this
      Agreement, including but not limited to loan disbursement checks,
      general ledger tickets, official bank checks, proof transactions
      (including proof tapes) and paid out loan files.
    

    
      6.2                 Delivery
      of Assigned Records. The Receiver shall deliver to the Assuming
      Bank all Records described in (i) Section 6.1(a) as soon as practicable
      on or after the date of this Agreement, and (ii) Section 6.1(b) as soon
      as practicable after making any assignment described therein.
    

    
      6.3                 Preservation
      of Records. The Assuming Bank agrees that it will
      preserve and maintain for the joint benefit of the Receiver, the
      Corporation and the Assuming Bank, all Records of which it has custody
      for such period as either the Receiver or the Corporation in its
      discretion may require, until directed otherwise, in writing, by
      the Receiver or Corporation. The Assuming Bank shall have the primary
      responsibility to respond to subpoenas, discovery requests, and other
      similar official inquiries with respect to the Records of which it has
      custody.
    

    
      6.4                 Access
      to Records; Copies. The Assuming Bank agrees to permit the
      Receiver and the Corporation access to all Records of which the Assuming
      Bank has custody, and to use, inspect, make extracts from or request
      copies of any such Records in the manner and to the extent requested,
      and to duplicate, in the discretion of the Receiver or the Corporation,
      any Record in the form of microfilm or microfiche pertaining to Deposit
      account relationships; provided, that in the event that the
      Failed Bank maintained one or more duplicate copies of such microfilm or
      microfiche Records, the Assuming Bank hereby assigns, transfers, and
      conveys to the Corporation one such duplicate copy of each such Record
      without cost to the Corporation, and agrees to deliver to the
      Corporation all Records assigned and transferred to the Corporation
      under this Article VI as soon as practicable on or after the date of
      this Agreement. The party requesting a copy of any Record shall bear the
      cost (based on standard accepted industry charges to the extent
      applicable, as determined by the Receiver) for providing such duplicate
      Records. A copy of each Record requested shall be provided as soon as
      practicable by the party having custody thereof.
    

    

    

    
    	

        	
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      ARTICLE VII BID;
    

    
      INITIAL PAYMENT
    

    
      The Assuming Bank has submitted to the Receiver a negative bid of
      $15,000,000 for the Assets purchased and Liabilities Assumed hereunder
      (the "Bid Amount"). On the Payment Date, the Assuming Bank will pay to
      the Corporation, or the Corporation will pay to the Assuming Bank, as
      the case may be, the Initial Payment, together with interest on such
      amount (if the Payment Date is not the day following the day of Bank
      Closing) from and including the day following Bank Closing to and
      including the day preceding the Payment Date at the Settlement Interest
      Rate.
    

    
      ARTICLE VIII
    

    
      ADJUSTMENTS
    

    
      8.1                 Pro
      Forma Statement. It is understood that the determination of the
      Initial Payment is based on the Receiver's best estimate of the
      Liabilities Assumed and the Assets at Bank Closing. The Receiver, as
      soon as practicable after Bank Closing, in accordance with the best
      information then available, shall provide to the Assuming Bank a pro
      forma statement reflecting any adjustments of such liabilities and
      assets as may be necessary. Such pro forma statement shall take into
      account, to the extent possible, (i) liabilities and assets of a nature
      similar to those contemplated by Section 2.1 or Section 3.1,
      respectively, which at Bank Closing were carried in the Failed Bank's
      suspense accounts, (ii) accruals as of Bank Closing for all income
      related to the assets and business of the Failed Bank acquired by the
      Assuming Bank hereunder, whether or not such accruals were reflected on
      the Accounting Records of the Failed Bank in the normal course of its
      operations, and (iii) adjustments to determine the Book Value of any
      investment in a Subsidiary and related accounts on the "bank only"
      (unconsolidated) balance sheet of the Failed Bank based on the equity
      method of accounting, whether or not the Failed Bank used the equity
      method of accounting for investments in subsidiaries, except that the
      resulting amount cannot be less than the Subsidiary's recorded equity as
      of Bank Closing as reflected on the Accounting Records of the
      Subsidiary. Any Loan purchased by the Assuming Bank pursuant to Section
      3.1 which the Failed Bank charged off during the period from October 1,
      2009 to Bank Closing shall be deemed not to be charged off for the
      purposes of the pro forma statement, and the purchase price shall be
      determined pursuant to Section 3.2.
    

    
      8.2                 Correction
      of Errors and Omissions; Other Liabilities.
    

    

    

    
    	

        	
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      (a)                  In the event any bookkeeping omissions or errors
      are discovered in preparing any pro forma statement or in completing the
      transfers and assumptions contemplated hereby, the parties hereto agree
      to correct such errors and omissions, it being understood that, as far
      as practicable, all adjustments will be made consistent with the
      judgments, methods, policies or accounting principles utilized by the
      Failed Bank in preparing and maintaining Accounting Records, except that
      adjustments made pursuant to this Section 8.2(a) are not intended to
      bring the Accounting Records of the Failed Bank into accordance with
      generally accepted accounting principles.
    

    
      (b)                  If the Receiver discovers at any time subsequent to
      the date of this Agreement that any claim exists against the Failed Bank
      which is of such a nature that it would have been included in the
      liabilities assumed under Article II had the existence of such claim or
      the facts giving rise thereto been known as of Bank Closing, the
      Receiver may, in its discretion, at any time, require that such claim be
      assumed by the Assuming Bank in a manner consistent with the intent of
      this Agreement. The Receiver will make appropriate adjustments to the
      pro forma statement provided by the Receiver to the Assuming Bank
      pursuant to Section 8.1 as may be necessary.
    

    
      8.3                 Payments.
      The Receiver agrees to cause to be paid to the Assuming Bank, or the
      Assuming Bank agrees to pay to the Receiver, as the case may be, on the
      Settlement Date, a payment in an amount which reflects net adjustments
      (including any costs, expenses and fees associated with determinations
      of value as provided in this Agreement) made pursuant to Section 8.1 or
      Section 8.2, plus interest as provided in Section 8.4. The Receiver and
      the Assuming Bank agree to effect on the Settlement Date any further
      transfer of assets to or assumption of liabilities or claims by the
      Assuming Bank as may be necessary in accordance with Section 8.1 or
      Section 8.2.
    

    
      8.4                 Interest.
      Any amounts paid under Section 8.3 or Section 8.5, shall bear interest
      for the period from and including the day following Bank Closing to and
      including the day preceding the payment at the Settlement Interest Rate.
    

    
      8.5                 Subsequent
      Adjustments. In the event that the Assuming Bank or the Receiver
      discovers any errors or omissions as contemplated by Section 8.2 or any
      error with respect to the payment made under Section 8.3 after the
      Settlement Date, the Assuming Bank and the Receiver agree to promptly
      correct any such errors or omissions, make any payments and effect any
      transfers or assumptions as may be necessary to reflect any such
      correction plus interest as provided in Section 8.4.
    

    
      ARTICLE IX
    

    
      CONTINUING COOPERATION
    

    
      9.1                 General
      Matters. The parties hereto agree that they will, in good faith
      and with their best efforts, cooperate with each other to carry out the
      transactions contemplated by this Agreement and to effect the purposes
      hereof.
    

    

    

    
    	

        	
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          Reidsville, Georgia
        
	
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      9.2                 Additional
      Title Documents. The Receiver, the Corporation and the
      Assuming Bank each agree, at any time, and from time to time, upon the
      request of any party hereto, to execute and deliver such additional
      instruments and documents of conveyance as shall be reasonably necessary
      to vest in the appropriate party its full legal or equitable title in
      and to the property transferred pursuant to this Agreement or to be
      transferred in accordance herewith. The Assuming Bank shall prepare such
      instruments and documents of conveyance (in form and substance
      satisfactory to the Receiver) as shall be necessary to vest title to the
      Assets in the Assuming Bank. The Assuming Bank shall be responsible for
      recording such instruments and documents of conveyance at its own
      expense.
    

    
      9.3                 Claims
      and Suits.
    

    
      (a)                  The Receiver shall have the right, in its
      discretion, to (i) defend or settle any claim or suit against the
      Assuming Bank with respect to which the Receiver has indemnified the
      Assuming Bank in the same manner and to the same extent as provided in
      Article XII, and (ii) defend or settle any claim or suit against the
      Assuming Bank with respect to any Liability Assumed, which claim or suit
      may result in a loss to the Receiver arising out of or related to this
      Agreement, or which existed against the Failed Bank on or before Bank
      Closing. The exercise by the Receiver of any rights under this Section
      9.3(a) shall not release the Assuming Bank with respect to any of its
      obligations under this Agreement.
    

    
      (b)                  In the event any action at law or in equity shall
      be instituted by any Person against the Receiver and the Corporation as
      codefendants with respect to any asset of the Failed Bank retained or
      acquired pursuant to this Agreement by the Receiver, the Receiver
      agrees, at the request of the Corporation, to join with the Corporation
      in a petition to remove the action to the United States District Court
      for the proper district. The Receiver agrees to institute, with or
      without joinder of the Corporation as coplaintiff, any action with
      respect to any such retained or acquired asset or any matter connected
      therewith whenever notice requiring such action shall be given by the
      Corporation to the Receiver.
    

    
      9.4                 Payment
      of Deposits. In the event any depositor does not accept the
      obligation of the Assuming Bank to pay any Deposit liability of the
      Failed Bank assumed by the Assuming Bank pursuant to this Agreement and
      asserts a claim against the Receiver for all or any portion of any such
      Deposit liability, the Assuming Bank agrees on demand to provide to the
      Receiver funds sufficient to pay such claim in an amount not in excess
      of the Deposit liability reflected on the books of the Assuming Bank at
      the time such claim is made. Upon payment by the Assuming Bank to the
      Receiver of such amount, the Assuming Bank shall be discharged from any
      further obligation under this Agreement to pay to any such depositor the
      amount of such Deposit liability paid to the Receiver.
    

    
      9.5                 Withheld
      Payments. At any time, the Receiver or the Corporation may, in
      its discretion, determine that all or any portion of any deposit balance
      assumed by the Assuming Bank pursuant to this Agreement does not
      constitute a "Deposit" (or otherwise, in its discretion, determine that
      it is the best interest of the Receiver or Corporation to withhold all
      or any portion of any deposit), and may direct the Assuming Bank to
      withhold payment of all or any portion of any such deposit balance. Upon
      such direction, the Assuming Bank agrees to hold such depositand not to
      make any payment of such deposit balance to or on behalf of the
      depositor, or to itself, whether by way of transfer, set-off, or
      otherwise. The Assuming Bank agrees to maintain the "withheld payment"
      status of any such deposit balance until directed in writing by the
      Receiver or the Corporation as to its disposition. At the direction of
      the Receiver or the Corporation, the Assuming Bank shall return all or
      any portion of such deposit balance to the Receiver or the Corporation,
      as appropriate, and thereupon the Assuming Bank shall be discharged from
      any further liability to such depositor with respect to such returned
      deposit balance. If such deposit balance has been paid to the depositor
      prior to a demand for return by the Corporation or the Receiver, and
      payment of such deposit balance had not been previously withheld
      pursuant to this Section, the Assuming Bank shall not be obligated to
      return such deposit balance to the Receiver or the Corporation. The
      Assuming Bank shall be obligated to reimburse the Corporation or the
      Receiver, as the case may be, for the amount of any deposit balance or
      portion thereof paid by the Assuming Bank in contravention of any
      previous direction to withhold payment of such deposit balance or return
      such deposit balance the payment of which was withheld pursuant to this
      Section.
    

    

    

    
    	

        	
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          Reidsville, Georgia
        
	
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      9.6                 Proceedings
      with Respect to Certain Assets and Liabilities.
    

    
      (a)                  In connection with any investigation, proceeding or
      other matter with respect to any asset or liability of the Failed Bank
      retained by the Receiver, or any asset of the Failed Bank acquired by
      the Receiver pursuant to this Agreement, the Assuming Bank shall
      cooperate to the extent reasonably required by the Receiver.
    

    
      (b)                  In addition to its obligations under Section 6.4,
      the Assuming Bank shall provide representatives of the Receiver access
      at reasonable times and locations without other limitation or
      qualification to (i) its directors, officers, employees and agents and
      those of the Subsidiaries acquired by the Assuming Bank, and (ii) its
      books and records, the books and records of such Subsidiaries and all
      Credit Files, and copies thereof. Copies of books, records and Credit
      Files shall be provided by the Assuming Bank as requested by the
      Receiver and the costs of duplication thereof shall be borne by the
      Receiver.
    

    
      (c)                  Not later than ten (10) days after the Put Notice
      pursuant to Section 3.4 or the date of the notice of transfer of any
      Loan by the Assuming Bank to the Receiver pursuant to Section 3.6, the
      Assuming Bank shall deliver to the Receiver such documents with respect
      to such Loan as the Receiver may request, including without limitation
      the following: (i) all related Credit Documents (other than
      certificates, notices and other ancillary documents), (ii) a certificate
      setting forth the principal amount on the date of the transfer and the
      amount of interest, fees and other charges then accrued and unpaid
      thereon, and any restrictions on transfer to which any such Loan is
      subject, and (iii) all Credit Files, and all documents, microfiche,
      microfilm and computer records (including but not limited to magnetic
      tape, disc storage, card forms and printed copy) maintained by, owned
      by, or in the possession of the Assuming Bank or any Affiliate of the
      Assuming Bank relating to the transferred Loan.
    

    
      9.7                 Information.
      The Assuming Bank promptly shall provide to the Corporation such other
      information, including financial statements and computations, relating
      to the performance of the provisions of this Agreement as the
      Corporation or the Receiver may request from time to time, and, at the
      request of the Receiver, make available employees of the Failed Bank
      employed or retained by the Assuming Bank to assist in preparation of
      the pro forma statement pursuant to Section 8.1.
    

    

    

    
    	

        	
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      ARTICLE X
    

    
      CONDITION PRECEDENT
    

    
      The obligations of the parties to this Agreement are subject to the
      Receiver and the Corporation having received at or before Bank Closing
      evidence reasonably satisfactory to each of any necessary approval,
      waiver, or other action by any governmental authority, the board of
      directors of the Assuming Bank, or other third party, with respect to
      this Agreement and the transactions contemplated hereby, the closing of
      the Failed Bank and the appointment of the Receiver, the chartering of
      the Assuming Bank, and any agreements, documents, matters or proceedings
      contemplated hereby or thereby.
    

    
      ARTICLE XI
    

    
      REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK
    

    
      The Assuming Bank represents and warrants to the Corporation and the
      Receiver as follows:
    

    
      (a)                  Corporate
      Existence and Authority. The Assuming Bank (i) is duly
      organized, validly existing and in good standing under the laws of its
      Chartering Authority and has full power and authority to own and operate
      its properties and to conduct its business as now conducted by it, and
      (ii) has full power and authority to execute and deliver this Agreement
      and to perform its obligations hereunder. The Assuming Bank has taken
      all necessary corporate action to authorize the execution, delivery and
      performance of this Agreement and the performance of the transactions
      contemplated hereby.
    

    
      (b)                  Third
      Party Consents. No governmental authority or other third party
      consents (including but not limited to approvals, licenses,
      registrations or declarations) are required in connection with the
      execution, delivery or performance by the Assuming Bank of this
      Agreement, other than such consents as have been duly obtained and are
      in full force and effect.
    

    
      (c)                  Execution
      and Enforceability. This Agreement has been duly executed and
      delivered by the Assuming Bank and when this Agreement has been duly
      authorized, executed and delivered by the Corporation and the Receiver,
      this Agreement will constitute the legal, valid and binding obligation
      of the Assuming Bank, enforceable in accordance with its terms.
    

    
      (d)                  Compliance
      with Law.
    

    
      (i)  Neither the Assuming Bank nor any of its Subsidiaries is in
      violation of any statute, regulation, order, decision, judgment or
      decree of, or any restriction imposed by, the United States of America,
      any State, municipality or other political subdivision or any agency of
      any of the foregoing, or any court or other tribunal having jurisdiction
      over the Assuming Bank or any of its Subsidiaries or any assets of any
      such Person, or any foreign government or agency thereof having such
      jurisdiction, with respect to the conduct of the business of the
      Assuming Bank or of any of its Subsidiaries, or the ownership of the
      properties of the Assuming Bank or any of its Subsidiaries, which,
      either individually or in the aggregate with all other such violations,
      would materially and adversely affect the business, operations or
      condition (financial or otherwise) of the Assuming Bank or the ability
      of the Assuming Bank to perform, satisfy or observe any obligation or
      condition under this Agreement.
    

    

    

    
    	

        	
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       (ii)  Neither the execution and delivery nor the performance by the
      Assuming Bank of this Agreement will result in any violation by the
      Assuming Bank of, or be in conflict with, any provision of any
      applicable law or regulation, or any order, writ or decree of any court
      or governmental authority.
    

    
      e)                   Representations Remain True. The Assuming Bank
      represents and warrants that it has executed and delivered to the
      Corporation a Purchaser Eligibility Certification and Confidentiality
      Agreement and that all information provided and representations made by
      or on behalf of the Assuming Bank in connection with this Agreement and
      the transactions contemplated hereby, including, but not limited to, the
      Purchaser Eligibility Certification and Confidentiality Agreement (which
      are affirmed and ratified hereby) are and remain true and correct in all
      material respects and do not fail to state any fact required to make the
      information contained therein not misleading.
    

    
      ARTICLE XII
    

    
      INDEMNIFICATION
    

    
      12.1                Indemnification
      of Indemnitees. From and after Bank Closing and subject to the
      limitations set forth in this Section and Section 12.6 and compliance by
      the Indemnitees with Section 12.2, the Receiver agrees to indemnify and
      hold harmless the Indemnitees against any and all costs, losses,
      liabilities, expenses (including attorneys' fees) incurred prior to the
      assumption of defense by the Receiver pursuant to paragraph (d) of
      Section 12.2, judgments, fines and amounts paid in settlement actually
      and reasonably incurred in connection with claims against any Indemnitee
      based on liabilities of the Failed Bank that are not assumed by the
      Assuming Bank pursuant to this Agreement or subsequent to the execution
      hereof by the Assuming Bank or any Subsidiary or Affiliate of the
      Assuming Bank for which indemnification is provided hereunder in (a) of
      this Section 12.1, subject to certain exclusions as provided in (b) of
      this Section 12.1:
    

    
      (a) 
    

    
      (1)     claims based on the rights of any shareholder or former
      shareholder as such of (x) the Failed Bank, or (y) any Subsidiary or
      Affiliate of the Failed Bank;
    

    
      (2)     claims based on the rights of any creditor as such of the Failed
      Bank, or any creditor as such of any director, officer, employee or
      agent of the Failed Bank, with respect to any indebtedness or other
      obligation of the Failed Bank arising prior to Bank Closing;
    

    

    

    
    	

        	
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      (3)     claims based on the rights of any present or former director,
      officer, employee or agent as such of the Failed Bank or of any
      Subsidiary or Affiliate of the Failed Bank;
    

    
      (4)     claims based on any action or inaction prior to Bank Closing of
      the Failed Bank, its directors, officers, employees or agents as such,
      or any Subsidiary or Affiliate of the Failed Bank, or the directors,
      officers, employees or agents as such of such Subsidiary or Affiliate;
    

    
      (5)     claims based on any malfeasance, misfeasance or nonfeasance of
      the Failed Bank, its directors, officers, employees or agents with
      respect to the trust business of the Failed Bank, if any;
    

    
      (6)     claims based on any failure or alleged failure (not in violation
      of law) by the Assuming Bank to continue to perform any service or
      activity previously performed by the Failed Bank which the Assuming Bank
      is not required to perform pursuant to this Agreement or which arise
      under any contract to which the Failed Bank was a party which the
      Assuming Bank elected not to assume in accordance with this Agreement
      and which neither the Assuming Bank nor any Subsidiary or Affiliate of
      the Assuming Bank has assumed subsequent to the execution hereof;
    

    
      (7)     claims arising from any action or inaction of any Indemnitee,
      including for purposes of this Section 12.1(a)(7) the former officers or
      employees of the Failed Bank or of any Subsidiary or Affiliate of the
      Failed Bank that is taken upon the specific written direction of the
      Corporation or the Receiver, other than any action or inaction
      taken in a manner constituting bad faith, gross negligence or willful
      misconduct; and
    

    
      (8)     claims based on the rights of any depositor of the Failed Bank
      whose deposit has been accorded "withheld payment" status and/or
      returned to the Receiver or Corporation in accordance with Section 9.5
      and/or has become an "unclaimed deposit" or has been returned to the
      Corporation or the Receiver in accordance with Section 2.3;
    

    
      (b)     provided, that, with respect
      to this Agreement, except for paragraphs (7) and (8) of Section 12.1(a),
      no indemnification will be provided under this Agreement for any:
    

    
      (1)   judgment or fine against, or any amount paid in settlement
      (without the written approval of the Receiver) by, any Indemnitee in
      connection with any action that seeks damages against any Indemnitee (a
      "counterclaim") arising with respect to any Asset and based on any
      action or inaction of either the Failed Bank, its directors, officers,
      employees or agents as such prior to Bank Closing, unless any such
      judgment, fine or amount paid in settlement exceeds the greater of (i)
      the Repurchase Price of such Asset, or (ii) the monetary recovery sought
      on such Asset by the Assuming Bank in the cause of action from which the
      counterclaim arises; and in such event the Receiver will provide
      indemnification only in the amount of such excess; and no
      indemnification will be provided for any costs or expenses other than
      any costs or expenses (including attorneys' fees) which, in the
      determination of the Receiver, have been actually and reasonably
      incurred by such Indemnitee in connection with the defense of any such
      counterclaim; and it is expressly agreed that the Receiver reserves the
      right to intervene, in its discretion, on its behalf and/or on behalf of
      the Receiver, in the defense of any such counterclaim;
    

    

    

    
    	

        	
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      (2)     claims with respect to any liability or obligation of the Failed
      Bank that is expressly assumed by the Assuming Bank pursuant to this
      Agreement or subsequent to the execution hereof by the Assuming Bank or
      any Subsidiary or Affiliate of the Assuming Bank;
    

    
      (3)     claims with respect to any liability of the Failed Bank to any
      present or former employee as such of the Failed Bank or of any
      Subsidiary or Affiliate of the Failed Bank, which liability is expressly
      assumed by the Assuming Bank pursuant to this Agreement or subsequent to
      the execution hereof by the Assuming Bank or any Subsidiary or Affiliate
      of the Assuming Bank;
    

    
      (4)     claims based on the failure of any Indemnitee to seek recovery
      of damages from the Receiver for any claims based upon any action or
      inaction of the Failed Bank, its directors, officers, employees or
      agents as fiduciary, agent or custodian prior to Bank Closing;
    

    
       (5)     claims based on any violation or alleged violation by any
      Indemnitee of the antitrust, branching, banking or bank holding company
      or securities laws of the United States of America or any State thereof;
    

    
      (6)     claims based on the rights of any present or former creditor,
      customer, or supplier as such of the Assuming Bank or any Subsidiary or
      Affiliate of the Assuming Bank;
    

    
      (7)     claims based on the rights of any present or former shareholder
      as such of the Assuming Bank or any Subsidiary or Affiliate of the
      Assuming Bank regardless of whether any such present or former
      shareholder is also a present or former shareholder of the Failed Bank;
    

    
      (8)     claims, if the Receiver determines that the effect of providing
      such indemnification would be to (i) expand or alter the provisions of
      any warranty or disclaimer thereof provided in Section 3.3 or any other
      provision of this Agreement, or (ii) create any warranty not expressly
      provided under this Agreement;
    

    
      (9)     claims which could have been enforced against any Indemnitee had
      the Assuming Bank not entered into this Agreement;
    

    
      (10)   claims based on any liability for taxes or fees assessed with
      respect to the consummation of the transactions contemplated by this
      Agreement, including without limitation any subsequent transfer of any
      Assets or Liabilities Assumed to any Subsidiary or Affiliate of the
      Assuming Bank;
    

    
      (11)   except as expressly provided in this Article XII, claims based on
      any action or inaction of any Indemnitee, and nothing in this Agreement
      shall be construed to provide indemnification for (i) the Failed Bank,
      (ii) any Subsidiary or Affiliate of the Failed Bank, or (iii) any
      present or former director, officer, employee or agent of the Failed
      Bank or its Subsidiaries or Affiliates; provided, that the
      Receiver, in its discretion, may provide indemnification hereunder for
      any present or former director, officer, employee or agent of the Failed
      Bank or its Subsidiaries or Affiliates who is also or becomes a
      director, officer, employee or agent of the Assuming Bank or its
      Subsidiaries or Affiliates;
    

    

    

    
    	

        	
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      (12)   claims or actions which constitute a breach by the Assuming Bank
      of the representations and warranties contained in Article XI;
    

    
      (13)   claims arising out of or relating to the condition of or
      generated by an Asset arising from or relating to the presence, storage
      or release of any hazardous or toxic substance, or any pollutant or
      contaminant, or condition of such Asset which violate any applicable
      Federal, State or local law or regulation concerning environmental
      protection; and
    

    
      (14)   claims based on, related to or arising from any asset, including
      a loan, acquired or liability assumed by the Assuming Bank, other than
      pursuant to this Agreement.
    

    
      12.2                Conditions
      Precedent to Indemnification. It shall be a condition precedent
      to the obligation of the Receiver to indemnify any Person pursuant to
      this Article XII that such Person shall, with respect to any claim made
      or threatened against such Person for which such Person is or may be
      entitled to indemnification hereunder:
    

    
      (a)                   give written notice to the Regional Counsel
      (Litigation Branch) of the Corporation in the manner and at the address
      provided in Section 13.7 of such claim as soon as practicable after such
      claim is made or threatened; provided, that notice must be
      given on or before the date which is six (6) years from the date of this
      Agreement;
    

    
      (b)                   provide to the Receiver such information and
      cooperation with respect to such claim as the Receiver may reasonably
      require;
    

    
      (c)                   cooperate and take all steps, as the Receiver may
      reasonably require, to preserve and protect any defense to such claim;
    

    
      (d)                   in the event suit is brought with respect to such
      claim, upon reasonable prior notice, afford to the Receiver the right,
      which the Receiver may exercise in its sole discretion, to conduct the
      investigation, control the defense and effect settlement of such claim,
      including without limitation the right to designate counsel and to
      control all negotiations, litigation, arbitration, settlements,
      compromises and appeals of any such claim, all of which shall be at the
      expense of the Receiver; provided, that the Receiver shall
      have notified the Person claiming indemnification in writing that such
      claim is a claim with respect to which the Person claiming
      indemnification is entitled to indemnification under this Article XII;
    

    
      (e)                   not incur any costs or expenses in connection with
      any response or suit with respect to such claim, unless such costs or
      expenses were incurred upon the written direction of the Receiver; provided,
      that the Receiver shall not be obligated to reimburse the amount
      of any such costs or expenses unless such costs or expenses were
      incurred upon the written direction of the Receiver;
    

    

    

    
    	

        	
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      (f)                   not release or settle such claim or make any
      payment or admission with respect thereto, unless the Receiver consents
      in writing thereto, which consent shall not be unreasonably withheld; provided,
      that the Receiver shall not be obligated to reimburse the amount
      of any such settlement or payment unless such settlement or payment was
      effected upon the written direction of the Receiver; and
    

    
      (g)                  take reasonable action as the Receiver may request
      in writing as necessary to preserve, protect or enforce the rights of
      the indemnified Person against any Primary Indemnitor.
    

    
      12.3                No
      Additional Warranty. Nothing in this Article XII shall be
      construed or deemed to (i) expand or otherwise alter any warranty or
      disclaimer thereof provided under Section 3.3 or any other provision of
      this Agreement with respect to, among other matters, the title, value,
      collectibility, genuineness, enforceability or condition of any (x)
      Asset, or (y) asset of the Failed Bank purchased by the Assuming Bank
      subsequent to the execution of this Agreement by the Assuming Bank or
      any Subsidiary or Affiliate of the Assuming Bank, or (ii) create any
      warranty not expressly provided under this Agreement with respect
      thereto.
    

    
      12.4                Indemnification
      of Receiver and Corporation. From and after Bank Closing,
      the Assuming Bank agrees to indemnify and hold harmless the Corporation
      and the Receiver and their respective directors, officers, employees and
      agents from and against any and all costs, losses, liabilities, expenses
      (including attorneys' fees), judgments, fines and amounts paid in
      settlement actually and reasonably incurred in connection with any of
      the following:
    

    
      (a)                  claims based on any and all liabilities or
      obligations of the Failed Bank assumed by the Assuming Bank pursuant to
      this Agreement or subsequent to the execution hereof by the Assuming
      Bank or any Subsidiary or Affiliate of the Assuming Bank, whether or not
      any such liabilities subsequently are sold and/or transferred, other
      than any claim based upon any action or inaction of any Indemnitee as
      provided in paragraph (7) or (8) of Section 12.1(a); and
    

    
      (b)                  claims based on any act or omission of any
      Indemnitee (including but not limited to claims of any Person claiming
      any right or title by or through the Assuming Bank with respect to
      Assets transferred to the Receiver pursuant to Section 3.4 or 3.6),
      other than any action or inaction of any Indemnitee as provided in
      paragraph (7) or (8) of Section 12.1(a).
    

    
      12.5                Obligations
      Supplemental. The obligations of the Receiver, and the
      Corporation as guarantor in accordance with Section 12.7, to provide
      indemnification under this Article XII are to supplement any amount
      payable by any Primary Indemnitor to the Person indemnified under this
      Article XII. Consistent with that intent, the Receiver agrees only to
      make payments pursuant to such indemnification to the extent not payable
      by a Primary Indemnitor. If the aggregate amount of payments by the
      Receiver, or the Corporation as guarantor in accordance with Section
      12.7, and all Primary Indemnitors with respect to any item of
      indemnification under this Article XII exceeds the amount payable with
      respect to such item, such Person being indemnified shall notify the
      Receiver thereof and, upon the request of the Receiver, shall promptly
      pay to the Receiver, or the Corporation as appropriate, the amount of
      the Receiver's (or Corporation's) payments to the extent of such excess.
    

    

    

    
    	

        	
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      12.6                Criminal
      Claims. Notwithstanding any provision of this Article XII to the
      contrary, in the event that any Person being indemnified under this
      Article XII shall become involved in any criminal action, suit or
      proceeding, whether judicial, administrative or investigative, the
      Receiver shall have no obligation hereunder to indemnify such Person for
      liability with respect to any criminal act or to the extent any costs or
      expenses are attributable to the defense against the allegation of any
      criminal act, unless (i) the Person is successful on the merits or
      otherwise in the defense against any such action, suit or proceeding, or
      (ii) such action, suit or proceeding is terminated without the
      imposition of liability on such Person.
    

    
      12.7                Limited
      Guaranty of the Corporation. The Corporation hereby guarantees
      performance of the Receiver's obligation to indemnify the Assuming Bank
      as set forth in this Article XII. It is a condition to the Corporation's
      obligation hereunder that the Assuming Bank shall comply in all respects
      with the applicable provisions of this Article XII. The Corporation
      shall be liable hereunder only for such amounts, if any, as the Receiver
      is obligated to pay under the terms of this Article XII but shall fail
      to pay. Except as otherwise provided above in this Section 12.7, nothing
      in this Article XII is intended or shall be construed to create any
      liability or obligation on the part of the Corporation, the United
      States of America or any department or agency thereof under or with
      respect to this Article XII, or any provision hereof, it being the
      intention of the parties hereto that the obligations undertaken by the
      Receiver under this Article XII are the sole and exclusive
      responsibility of the Receiver and no other Person or entity.
    

    
      12.8                Subrogation.
      Upon payment by the Receiver, or the Corporation as guarantor in
      accordance with Section 12.7, to any Indemnitee for any claims
      indemnified by the Receiver under this Article XII, the Receiver, or the
      Corporation as appropriate, shall become subrogated to all rights of the
      Indemnitee against any other Person to the extent of such payment.
    

    
      ARTICLE XIII
    

    
      MISCELLANEOUS
    

    
      13.1                Entire
      Agreement. This Agreement embodies the entire agreement of the
      parties hereto in relation to the subject matter herein and supersedes
      all prior understandings or agreements, oral or written, between the
      parties.
    

    
      13.2                Headings.
      The headings and subheadings of the Table of Contents, Articles and
      Sections contained in this Agreement, except the terms identified for
      definition in Article I and elsewhere in this Agreement, are inserted
      for convenience only and shall not affect the meaning or interpretation
      of this Agreement or any provision hereof.
    

    
      13.3                Counterparts.
      This Agreement may be executed in any number of counterparts and by
      the duly authorized representative of a different party hereto on
      separate counterparts, each of which when so executed shall be deemed to
      be an original and all of which when taken together shall constitute one
      and the same Agreement.
    

    

    

    
    	

        	
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      13.4                GOVERNING
      LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER
      SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF
      THE UNITED STATES OF AMERICA, AND IN THE ABSENCE OF CONTROLLING FEDERAL
      LAW, IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE
      OF THE FAILED BANK IS LOCATED.
    

    
      13.5                Successors.
      All terms and conditions of this Agreement shall be binding on the
      successors and assigns of the Receiver, the Corporation and the Assuming
      Bank. Except as otherwise specifically provided in this Agreement,
      nothing expressed or referred to in this Agreement is intended or shall
      be construed to give any Person other than the Receiver, the Corporation
      and the Assuming Bank any legal or equitable right, remedy or claim
      under or with respect to this Agreement or any provisions contained
      herein, it being the intention of the parties hereto that this
      Agreement, the obligations and statements of responsibilities hereunder,
      and all other conditions and provisions hereof are for the sole and
      exclusive benefit of the Receiver, the Corporation and the Assuming Bank
      and for the benefit of no other Person.
    

    
      13.6                Modification;
      Assignment. No amendment or other modification, rescission,
      release, or assignment of any part of this Agreement shall be effective
      except pursuant to a written agreement subscribed by the duly authorized
      representatives of the parties hereto.
    

    
      13.7                Notice.
      Any notice, request, demand, consent, approval or other communication to
      any party hereto shall be effective when received and shall be given in
      writing, and delivered in person against receipt therefor, or sent by
      certified mail, postage prepaid, courier service, telex or facsimile
      transmission to such party (with copies as indicated below) at its
      address set forth below or at such other address as it shall hereafter
      furnish in writing to the other parties. All such notices and other
      communications shall be deemed given on the date received by the
      addressee.
    

    
      Assuming Bank
    

    
    	
          T. Heath Fountain
        
	
          Chief Financial Officer
        
	
          721 N. Westover Blvd.
        
	
          Albany, Georgia 31707
        
	
          Tel. 229.878.2055
        
	
          Fax 229.878.2052
        


    

    
      with a copy to: O. Leonard Dorminey, Chief Executive Officer
    

    
      Receiver and Corporation
    

    
    	
          Federal Deposit Insurance Corporation,
        
	
          Receiver of The Tattnall Bank
        
	
          1601 Bryan St., Suite 1700
        
	
          Dallas, Texas 75201
        


    

    

    

    
    	

        	
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      Attention: Settlement Manager
    

    
      with copy to: Regional Counsel (Litigation Branch)
    

    
      and with respect to notice under Article XII:
    

    
    	
          Federal Deposit Insurance Corporation
        
	
          Receiver of The Tattnall Bank
        
	
          1601 Bryan St., Suite 1700
        
	
          Dallas, Texas 75201
        
	
          Attention: Regional Counsel (Litigation Branch)
        


    

    
      13.8                Manner
      of Payment. All payments due under this Agreement shall be in
      lawful money of the United States of America in immediately available
      funds as each party hereto may specify to the other parties; provided,
      that in the event the Receiver or the Corporation is obligated to make
      any payment hereunder in the amount of $25,000.00 or less, such payment
      may be made by check.
    

    
      13.9                Costs,
      Fees and Expenses. Except as otherwise specifically provided
      herein, each party hereto agrees to pay all costs, fees and expenses
      which it has incurred in connection with or incidental to the matters
      contained in this Agreement, including without limitation any fees and
      disbursements to its accountants and counsel; provided, that the
      Assuming Bank shall pay all fees, costs and expenses (other than
      attorneys' fees incurred by the Receiver) incurred in connection with
      the transfer to it of any Assets or Liabilities Assumed hereunder or in
      accordance herewith.
    

    
      13.10              Waiver.
      Each of the Receiver, the Corporation and the Assuming Bank may waive
      its respective rights, powers or privileges under this Agreement; provided,
      that such waiver shall be in writing; and further provided, that
      no failure or delay on the part of the Receiver, the Corporation or the
      Assuming Bank to exercise any right, power or privilege under this
      Agreement shall operate as a waiver thereof, nor will any single or
      partial exercise of any right, power or privilege under this Agreement
      preclude any other or further exercise thereof or the exercise of any
      other right, power or privilege by the Receiver, the Corporation, or the
      Assuming Bank under this Agreement, nor will any such waiver operate or
      be construed as a future waiver of such right, power or privilege under
      this Agreement.
    

    
      13.11              Severability.
      If any provision of this Agreement is declared invalid or unenforceable,
      then, to the extent possible, all of the remaining provisions of this
      Agreement shall remain in full force and effect and shall be binding
      upon the parties hereto.
    

    
      13.12              Term
      of Agreement. This Agreement shall continue in full force and
      effect until the sixth (6th) anniversary of Bank Closing; provided,
      that the provisions of Section 6.3 and 6.4 shall survive the
      expiration of the term of this Agreement. Provided, however, the
      receivership of the Failed Bank may be terminated prior to the
      expiration of the term of this Agreement; in such event, the guaranty of
      the Corporation, as provided in and in accordance with the provisions of
      Section 12.7 shall be in effect for the remainder of the term.
      Expiration of the term of this Agreement shall not affect any claim or
      liability of any party with respect to any (i) amount which is owing at
      the time of such expiration, regardless of when such amount becomes
      payable, and (ii) breach of this Agreement occurring prior to such
      expiration, regardless of when such breach is discovered.
    

    

    

    
    	

        	
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      13.13              Survival
      of Covenants, Etc. The covenants, representations, and
      warranties in this Agreement shall survive the execution of this
      Agreement and the consummation of the transactions contemplated
      hereunder.
    

    
      [Signature Page Follows]
    

    

    

    

    

    
    	

        	
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      IN WITNESS WHEREOF, the parties hereto have caused this Agreement
      to be executed by their duly authorized representatives as of the date
      first above written.
    

    
    	
           
        	

        	
           
        	
          
            FEDERAL DEPOSIT INSURANCE CORPORATION,
          

        
	

        	

        	

        	
          
            RECEIVER OF THE TATTINALL BANK,
          

        
	

        	

        	

        	
          
            REIDSVILLE, GEORGIA
          

        
	

        	

        	
           
        
	

        	

        	

        	
          BY:
        	
          
            /s/ GREGORY J. ZALESKI
          

        
	

        	

        	

        	
          NAME:
        	
          
            GREGORY J. ZALESKI
          

        
	

        	

        	

        	
          TITLE:
        	
          RECEIVER-IN-CHARGE
        
	

        	

        	
           
        
	

        	
          
            Attest:
          

        	
          
             
          

        	

        	

        
	

        	
          
            /s/ Gary L. Lewis
          

        	
          
             
          

        	

        	

        
	

        	

        	
           
        
	

        	

        	

        	
          
            FEDERAL DEPOSIT INSURANCE CORPORATION
          

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	
          BY:
        	
          
            /s/ GREGORY J. ZALESKI
          

        
	

        	

        	

        	
          NAME:
        	
          GREGORY J. ZALESKI
        
	

        	

        	

        	
          TITLE:
        	
          RECEIVER-IN-CHARGE
        
	

        	

        	
           
        
	

        	
          
            Attest:
          

        	
          
             
          

        	

        	

        
	

        	
          
            /s/ Gary L. Lewis
          

        	
          
             
          

        	

        	

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	

        	
          
            HERITAGEBANK OF THE SOUTH,
          

        
	

        	

        	

        	
          
            ALBANY, GEORGIA
          

        
	

        	

        	
           
        
	

        	

        	

        	
          BY:
        	
          
            /s/ O. LEONARD DORMINEY
          

        
	

        	

        	

        	
          NAME:
        	
          
            O. LEONARD DORMINEY
          

        
	

        	

        	

        	
          TITLE:
        	
          CEO
        
	

        	

        	
           
        
	

        	
          
            Attest:
          

        	
          
             
          

        	

        	

        
	

        	
          
            /s/ T. Heath Fountain
          

        	
          
             
          

        	

        	

        


    

    

    

    
    	

        	
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      SCHEDULE 2.1 - Certain Liabilities Assumed 
    

    
      To be provided.
    

    

    

    

    

    
    	

        	
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      SCHEDULE 2.1(a) – Excluded Deposit Liability Accounts
    

    
      Accounts Excluded from P&A Transaction
    

    
      THE TATTNALL BANK
    

    
      REIDSVILLE, GEORGIA
    

    

    

    
      The Tattnall Bank has deposits associated with the Depository
      Organization (DO) Cede & Co as Nominee for DTC. The DO accounts do not
      pass to the Assuming Bank and are excluded from the transaction as
      described in section 2.1 of the P&A Agreement. The attached Schedule 2.1
      .a DO Detail Report identifies the DO accounts as of the date of the
      deposit download. This schedule will be updated post closing with data
      as of Bank Closing date.
    

    

    

    

    

    
    	

        	
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      SCHEDULE 3.1 - Certain Assets Purchased
SEE ATTACHED LIST
    

    
      THE LIST(S) ATTACHED TO THIS SCHEDULE (OR SUBSCHEDULE(S)) AND THE
      INFORMATION THEREIN, IS AS OF THE DATE OF THE MOST RECENT PERTINENT DATA
      MADE AVAILABLE TO THE ASSUMING BANK AS PART OF THE INFORMATION PACKAGE.
      IT WILL BE ADJUSTED TO REFLECT THE COMPOSITION AND BOOK VALUE OF THE
      LOANS AND ASSETS AS OF THE DATE OF BANK CLOSING. THE LIST(S) MAY NOT
      INCLUDE ALL LOANS AND ASSETS (E.G., CHARGED OFF LOANS). THE LIST(S) MAY
      BE REPLACED WITH A MORE ACCURATE LIST POST CLOSING.
    

    

    

    
    	

        	
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      SCHEDULE 3.2 - Purchase Price of Assets or assets
    

    

    

    
    	
          (a)
        	
          cash and receivables from depository
        	
          Book Value
        
	

        	
          institutions, including cash items in the
        	

        
	

        	
          process of collection, plus
        	

        
	

        	
          interest thereon:
        	

        
	

        	

        	
           
        
	
          (b)
        	
          securities (exclusive of the capital stock of
        	
          As provided in Section 3.2(b)
        
	

        	
          Acquired Subsidiaries), plus interest
        	

        
	

        	
          thereon:
        	

        
	

        	

        	
           
        
	
          (c)
        	
          federal funds sold and repurchase
        	
          Book Value
        
	

        	
          agreements, if any, including interest
        	

        
	

        	
          thereon:
        	

        
	

        	

        	
           
        
	
          (d)
        	
          Loans:
        	
          Book Value
        
	

        	

        	
           
        
	
          (e)
        	
          omitted
        	

        
	

        	

        	
           
        
	
          (f)
        	
          credit card business, if any, including all
        	
          Book Value
        
	

        	
          outstanding extensions of credit:
        	

        
	

        	

        	
           
        
	
          (g)
        	
          Safe Deposit Boxes and related business,
        	

        
	

        	
          safekeeping business and trust business, if any:
        	
          Book Value
        
	

        	

        	
           
        
	
          (h)
        	
          Records and other documents:
        	
          Book Value
        
	

        	

        	
           
        
	
          (i)
        	
          capital stock of any Acquired Subsidiaries:
        	
          Book Value
        
	

        	

        	
           
        
	
          (j)
        	
          amounts owed to the Failed Bank by any
        	

        
	

        	
          Acquired Subsidiary:
        	
          Book Value
        
	

        	

        	
           
        
	
          (k)
        	
          assets securing Deposits of public money,
        	

        
	

        	
          to the extent not otherwise purchased hereunder:
        	
          Book Value
        
	

        	

        	
           
        
	
          (l)
        	
          Overdrafts of customers:
        	
          Book Value
        
	

        	

        	
           
        
	
          (m)
        	
          rights, if any, with respect to Qualified
        	

        
	

        	
          Financial Contracts.
        	
          As provided in Section 3.2(c)
        


    

    

    

    
    	

        	
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      assets subject to an option to purchase:
    

    
    	
          (a)
        	
          Bank Premises:
        	
          Fair Market Value
        
	
          (b)
        	
          Furniture and Equipment:
        	
          Fair Market Value
        
	
          (c)
        	
          Fixtures:
        	
          Fair Market Value
        
	
          (d)
        	
          Other Equipment:
        	
          Fair Market Value
        


    

    

    

    
    	

        	
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      SCHEDULE 3.5(l) - Excluded Private Label Asset-Backed Securities
    

    

    

    

    

    
    	

        	
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      EXHIBIT 2.3A
FINAL NOTICE LETTER
    

    
      FINAL LEGAL NOTICE
Claiming Requirements for Deposits
Under
      12 U.S.C. 1822(e)
    

    
      [Date]
    

    
      [Name of Unclaimed Depositor]
    

    
      [Address of Unclaimed Depositor]
    

    
      [Anytown, USA]
    

    
      Subject: [XXXXX – Name of Bank 
    

    
                  City,
      State] – In Receivership
    

    
      Dear [Sir/Madam]:
    

    
      As you may know, on [Date: Closing Date], the [Name of Bank
      (“The Bank”)] was closed and the Federal Deposit
      Insurance Corporation (“FDIC”) transferred [The Bank’s] accounts
      to [Name of Acquiring Institution].
    

    
      According to federal law under 12 U.S.C., 1822(e), on [Date: eighteen
      months from the Closing Date], [Name of Acquiring Institution] must
      transfer the funds in your account(s) back to the FDIC if you have not
      claimed your account(s) with [Name of Acquiring Institution]. Based
      on the records recently supplied to us by [Name of Acquiring
      Institution], your account(s) currently fall into this category.
    

    
      This letter is your formal Legal Notice that you have until [Date:
      eighteen months from the Closing Date], to claim or arrange to
      continue your account(s) with [Name of Acquiring Institution]. There
      are several ways that you can claim your account(s) at [Name of
      Acquiring Institution]. It is only necessary for you to take any one
      of the following actions in order for your account(s) at [Name of
      Acquiring Institution] to be deemed claimed. In addition, if you
      have more than one account, your claim to one account will automatically
      claim all accounts:
    

    
    	
          1.
        	
          Write to [Name of Acquiring Institution] and notify them that
          you wish to keep your account(s) active with them. Please be sure to
          include the name of the account(s), the account number(s), the
          signature of an authorized signer on the account(s), name, and
          address. [Name of Acquiring Institution] address is:
        


    

    
    	
          [123 Main Street
        
	
          Anytown, USA]
        


    

    
    	
          2.
        	
          Execute a new signature card on your account(s), enter into a new
          deposit agreement with [Name of Acquiring Institution], change
          the ownership on your account(s), or renegotiate the terms of your
          certificate of deposit account(s) (if any).
        


    

    

    

    
    	

        	
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          3.
        	
          Provide [Name of Acquiring Institution] with a change of
          address form.
        
	

        	
           
        
	

        	
           
        
	

        	
           
        
	
          4.
        	
          Make a deposit to or withdrawal from your account(s). This includes
          writing a check on any account or having an automatic direct deposit
          credited to or an automatic withdrawal debited from an account.
        


    

    
      If you do not want to continue your account(s) with [Name of
      Acquiring Institution] for any reason, you can withdraw your funds
      and close your account(s). Withdrawing funds from one or more of your
      account(s) satisfies the federal law claiming requirement. If you have
      time deposits, such as certificates of deposit, [Name of Acquiring
      Institution] can advise you how to withdraw them without being
      charged an interest penalty for early withdrawal.
    

    
      If you do not claim ownership of your account(s) at [Name of
      Acquiring Institution by Date: eighteen months from the Closing Date] federal
      law requires [Name of Acquiring Institution] to return your
      deposits to the FDIC, which will deliver them as unclaimed property to
      the State indicated in your address in the Failed Institution’s records.
      If your address is outside of the United States, the FDIC will deliver
      the deposits to the State in which the Failed Institution had its main
      office. 12 U.S.C. § 1822(e). If the State accepts custody of your
      deposits, you will have 10 years from the date of delivery to claim your
      deposits from the State. After 10 years you will be permanently barred
      from claiming your deposits. However, if the State refuses to take
      custody of your deposits, you will be able to claim them from the FDIC
      until the receivership is terminated. If you have not claimed your
      insured deposits before the receivership is terminated, and a
      receivership may be terminated at any time, all of your rights in those
      deposits will be barred.
    

    
      If you have any questions or concerns about these items, please contact [Bank
      Employee] at [Name of Acquiring Institution] by phone at [(XXX)
      XXX-XXXX].
    

    
    	
           
        	
          Sincerely,
        
	

        	
           
        
	

        	
          
            [Name of Claims Specialist] 
          

        
	

        	
          
            [Title]
          

        


    

    

    

    
    	

        	
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      EXHIBIT 2.3B
AFFIDAVIT OF MAILING
    

    
      AFFIDAVIT OF MAILING
    

    
      State of
    

    
      COUNTY OF
    

    
      I am employed as a [Title of Office] by the [Name of Acquiring
      Institution].
    

    
      This will attest that on [Date of mailing], I caused a true and
      correct copy of the Final Legal Notice, attached hereto, to owners of
      unclaimed deposits of [Name of Failed Bank], City, State, to be
      prepared for deposit in the mail of the United States of America on
      behalf of the Federal Deposit Insurance Corporation. A list of
      depositors to whom the notice was mailed is attached. This notice was
      mailed to the depositor's last address as reflected on the books and
      records of the [Name of Failed Bank] as of the date of failure.
    

    

    

    
    	
           
        	
           
        	

        
	

        	
          [Name]
        	

        
	

        	
          [Title of Office]
        	

        
	

        	
          [Name of Acquiring Institution]
        	

        


    

    
      Subscribed and sworn to before me this____________________ day of
      [Month, Year].
    

    
      My commission expires:
    

    
    	
           
        	
           
        	
           
        	

        
	
           
        	

        	
          [Name], Notary Public
        	

        


    

    

    

    
    	

        	
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      EXHIBIT 3.2(c) -- VALUATION OF CERTAIN
QUALIFIED FINANCIAL
      CONTRACTS
    

    
    	
          A.
        	
          
            Scope
          

        
	

        	
           
        
	

        	
          Interest Rate Contracts - All interest rate swaps, forward rate
          agreements, interest rate futures, caps, collars and floors, whether
          purchased or written.
        
	

        	
           
        
	

        	
          Option Contracts - All put and call option contracts, whether
          purchased or written, on marketable securities, financial futures,
          foreign currencies, foreign exchange or foreign exchange futures
          contracts.
        
	

        	
           
        
	

        	
          Foreign Exchange Contracts - All contracts for future purchase or
          sale of foreign currencies, foreign currency or cross currency swap
          contracts, or foreign exchange futures contracts.
        
	

        	
           
        
	
          B.
        	
          
            Exclusions
          

        
	

        	
           
        
	
          
             
          

        	
          
            All financial contracts used to hedge assets and liabilities that
            are acquired by the Assuming Bank but are not subject to
            adjustment from Book Value.
          

        
	

        	
           
        
	
          C.
        	
          
            Adjustment
          

        
	

        	
           
        
	

        	
          The difference between the Book Value and market value as of Bank
          Closing.
        
	

        	
           
        
	
          D.
        	
          
            Methodology
          

        


    

    
    	
           
        	
          1.
        	
          The price at which the Assuming Bank sells or disposes of Qualified
          Financial Contracts will be deemed to be the fair market value of
          such contracts, if such sale or disposition occurs at prevailing
          market rates within a predefined timetable as agreed upon by the
          Assuming Bank and the Receiver.
        
	

        	

        	
           
        
	

        	
          2.
        	
          In valuing all other Qualified Financial Contracts, the following
          principles will apply:
        


    

    
    	
           
        	
          (i)
        	
          All known cash flows under swaps or forward exchange contracts shall
          be present valued to the swap zero coupon interest rate curve.
        
	

        	

        	
           
        
	

        	
          (ii)
        	
          All valuations shall employ prices and interest rates based on the
          actual frequency of rate reset or payment.
        
	

        	

        	
           
        
	

        	
          (iii)
        	
          Each tranche of amortizing contracts shall be separately valued. The
          total value of such amortizing contract shall be the sum of the
          values of its component tranches.
        


    

    

    

    
    	

        	
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          (iv)
        	
          
            For regularly traded contracts, valuations shall be at the
            midpoint of the bid and ask prices quoted by customary sources
            (e.g., The Wall Street Journal, Telerate, Reuters or other
            similar source) or regularly traded exchanges.
          

        
	

        	

        	
           
        
	

        	
          (v)
        	
          For all other Qualified Financial Contracts where published market
          quotes are unavailable, the adjusted price shall be the average of
          the bid and ask price quotes from three (3) securities dealers
          acceptable to the Receiver and Assuming Bank as of Bank Closing. If
          quotes from securities dealers cannot be obtained, an appraiser
          acceptable to the Receiver and the Assuming Bank will perform a
          valuation based on modeling, correlation analysis, interpolation or
          other techniques, as appropriate.
        


    

    

    

    
    	

        	
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      EXHIBIT 4.13
    

    
      INTERIM ASSET SERVICING ARRANGEMENT
    

    
      (a)                 With respect to each asset (or liability) designated
      from time to time by the Receiver to be serviced by the Assuming Bank
      pursuant to this Arrangement (such being designated as "Pool Assets"),
      during the term of this Arrangement, the Assuming Bank shall:
    

    
      (i)    Promptly apply payments received with respect to any Pool Assets;
    

    
      (ii)   Reverse and return insufficient funds checks;
    

    
      (iii)  Pay (A) participation payments to participants in Loans, as and
      when received; and (B) tax and insurance bills on Pool Assets as they
      come due, out of escrow funds maintained for purposes;
    

    
      (iv)  Maintain accurate records reflecting (A) the payment history of
      Pool Assets, with updated information received concerning changes in the
      address or identity of the obligors and (B) usage of data processing
      equipment and employee services with respect to servicing duties;
    

    
      (v)   Send billing statements to obligors on Pool Assets to the extent
      that such statements were sent by the Failed Bank;
    

    
      (vi)  Send notices to obligors who are in default on Loans (in the same
      manner as the Failed Bank);
    

    
      (vii)  Send to the Receiver, Attn: Managing Liquidator, at the address
      provided in Section 13.7 of the Agreement, via overnight delivery:
      (A) on a weekly basis, weekly reports for the Pool Assets, including,
      without limitation, reports reflecting collections and the trial
      balances, transaction journals and loan histories for Pool Assets having
      activity, together with copies of (1) checks received, (2) insufficient
      funds checks returned, (3) checks for payment to participants or for
      taxes and insurance, (4) pay-off requests, (5) notices to defaulted
      obligors, and (6) data processing and employee logs and (B) any other
      reports, copies or information as may be periodically or from time to
      time requested;
    

    
      (viii) Remit on a weekly basis to the Receiver, Attn: Division of
      Finance, Cashier Unit, Operations, at the address in (vii), via wire
      transfer to the account designated by the Receiver, all payments
      received on Pool Assets managed by the Assuming Bank or at such time and
      place and in such manner as may be directed by the Receiver;
    

    
      (ix)   prepare and timely file all information reports with appropriate
      tax authorities, and, if required by the Receiver, prepare and file tax
      returns and pay taxes due on or before the due date, relating to the
      Pool Assets; and
    

    
      (x)    provide and furnish such other services, operations or functions
      as may be required with regard to Pool Assets, including, without
      limitation, as may be required with regard to any business, enterprise
      or agreement which is a Pool Asset, all as may be required by the
      Receiver.
    

    

    

    
    	

        	
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          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009
        	

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Notwithstanding anything to the contrary in this Section, the Assuming
      Bank shall not be required to initiate litigation or other collection
      proceedings against any obligor or any collateral with respect to any
      defaulted Loan. The Assuming Bank shall promptly notify the Receiver, at
      the address provided above in subparagraph (a)(vii), of any claims or
      legal actions regarding any Pool Asset.
    

    
      (b)                The Receiver agrees to reimburse the Assuming Bank
      for actual, reasonable and necessary expenses incurred in connection
      with the performance of duties pursuant to this Arrangement, including
      expenses of photocopying, postage and express mail, and data processing
      and employee services (based upon the number of hours spent performing
      servicing duties).
    

    
      (c)                The Assuming Bank shall provide the services
      described herein for an initial period of ninety (90) days after Bank
      Closing. At the option of the Receiver, exercisable by notice given not
      later than ten (10) days prior to the end of such initial period or a
      renewal period, the Assuming Bank shall continue to provide such
      services for such renewal period(s) as designated by the Receiver, up to
      the Settlement Date.
    

    
      (d)                At any time during the term of this Arrangement, the
      Receiver may, upon written notice to the Assuming Bank, remove one or
      more Pool Assets from the Pool, at which time the Assuming Bank's
      responsibility with respect thereto shall terminate.
    

    
      (e)                At the expiration of this Agreement or upon the
      termination of the Assuming Bank's responsibility with respect to any
      Pool Asset pursuant to paragraph (d) hereof, the Assuming Bank shall:
    

    
      (i)   deliver to the Receiver (or its designee) all of the Credit
      Documents and Pool Records relating to the Pool Assets; and
    

    
      (ii)  cooperate with the Receiver to facilitate the orderly transition
      of managing the Pool Assets to the Receiver (or its designee).
    

    
      (f)                 At the request of the Receiver, the Assuming Bank
      shall perform such transitional services with regard to the Pool Assets
      as the Receiver may request. Transitional services may include, without
      limitation, assisting in any due diligence process deemed necessary by
      the Receiver and providing to the Receiver or its designee(s) (x)
      information and data regarding the Pool Assets, including, without
      limitation, system reports and data downloads sufficient to transfer the
      Pool Assets to another system or systems, and (y) access to employees of
      the Assuming Bank involved in the management of, or otherwise familiar
      with, the Pool Assets.
    

    

    

    
    	

        	
          55
        	

        
	
          Module 4- Whole Bank – P&A
        	

        	
          The Tattnall Bank
        
	
          Version 1.06
        	

        	
          Reidsville, Georgia
        
	
          October 18, 2009