Exhibit 10.1
    

    

    

    
      SEPARATION AGREEMENT AND MUTUAL RELEASE
    

    

    

    
      Preamble:
    

    
                The purpose of this Separation Agreement and Mutual Release
      (the "Agreement") is to set forth the terms and conditions under which
      R. Terry Phillips (“Executive”) is to receive certain benefits (the
      "Benefits" in paragraph 2. A.) in connection with the termination or
      modification of existing contracts, and his separation from employment
      and all other business relationships with United Security BancShares,
      Inc., a Delaware corporation (“USBI”); First United Security Bank, an
      Alabama banking corporation (“FUSB”) (collectively including and
      referred to herein, together with their respective officers, directors,
      shareholders, members, employees, attorneys, general partners, limited
      partners and affiliated entities, as "the Company"). In exchange for the
      mutual consideration expressed herein, Executive and the Company hereby
      agree as follows:
    

    
      Separation Date:
    

    
                1.        Executive will resign voluntarily from employment
      with the Company on June 30, 2011 and, except as specifically provided
      herein below, will have no more rights, contracts, authority or duties
      as President, Chief Executive Officer and/or Director of USBI, FUSB or
      the Company except for the Benefits provided to him pursuant to this
      Agreement.  The primary purposes of the Agreement are to provide
      consideration for binding promises and to effect complete and final
      separation of Executive and the Company.  Executive and the Company will
      each bear responsibility for his or its own attorneys’ fees and expenses
      incurred in connection with the matters leading to the
      Agreement.  Executive will have the opportunity to review and comment on
      the Company’s proxy statement and press release about his departure.
    

    

    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    
      
        

        

      

      
        
          1
        

        
          


        

      

      
        

        

      

    

    
      Separation Benefits and other Consideration:
    

    
                2.        The good and valuable consideration and benefits to
      and from the parties, the receipt and sufficiency of which are hereby
      mutually acknowledged and agreed, are as follows:
    

    
                A.        Separation Benefits (“Benefits”) provided to
      Executive within seven (7) days after the Effective Date of the
      Agreement: i) the Company shall pay Executive a lump sum amount equal to
      his current regular base salary for nine months ($236,250.00), and his
      accrued unused vacation ($45,000.00), subject to legally-required
      withholdings; ii) the Company shall transfer title to and all
      responsibility for his current Company vehicle, the Chevrolet Tahoe, to
      Executive; iii) the Company shall allow Executive to pay COBRA premiums
      and continue as a participant in the Company’s group health insurance
      plan at his current coverage levels and categories for a period from
      July 1, 2011 through June 30, 2014 or until Executive obtains comparable
      health insurance benefits in subsequent employment, whichever comes
      sooner; the Company shall pay Executive a lump sum of eighteen thousand
      dollars ($18,000.00) to compensate Executive for the COBRA premium for
      the first eighteen months of the continuation period; iv) the Company
      shall, subject to the terms and conditions of the applicable term life
      insurance policy, transfer the policy to Executive or convert the policy
      to an individual term life policy; and v) the Company shall amend the
      Salary Continuation Agreement dated September 20, 2002 (“SCA”) pursuant
      to which the Executive or his designated beneficiary shall receive
      future payments in the amount of seventy-five thousand dollars
      ($75,000.00) per year in accordance with the SCA. Executive shall retain
      all rights to his vested benefits in the Company’s 401(k)
      Plan.  Executive retains his rights as a shareholder to the extent he is
      a shareholder. Other than the Benefits specifically provided in this
      Agreement, the parties agree that the Company shall not owe, pay or
      provide anything else of any value, kind or amount to Executive. The
      Company agrees that, if a prospective employer is directed to the
      Company’s CEO for a reference about Executive, the response provided
      will be limited to confirmation of position and dates of employment.
    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    
      B.        The noncompetition provisions of the Employment Agreement
      dated January 1, 2000 (the “Non-Compete”) are incorporated herein to
      their fullest extent, including but not limited to the restrictive
      covenants and remedies for breach thereof, except that the duration of
      the restrictive covenants shall be nine (9) months instead of twelve
      (12) months and the geographic restriction shall be all locations within
      a fifty (50) mile radius of each and all of the Company’s current
      offices (not including Acceptance Loan Company offices).  Executive
      agrees that he shall honor and abide by all of the Company’s rights and
      remedies provided for in the Non-Compete (as modified herein); and
      Executive shall cooperate fully with the Company and its attorneys in
      any future legal or business matter that relates to the period during
      which Executive was employed by the Company, including but not limited
      to meeting at reasonable times, providing truthful testimony and making
      court appearances.  
    

    
      Executive’s General Release:
    

    
                For and in consideration of the foregoing Benefits (paragraph
      2. A. and its subparts above), I, Executive, for myself and for each and
      all of my heirs, legatees, estate, family, spouse, executors,
      administrators, successors, attorneys, agents, and assigns, do hereby
      agree and covenant to each and all of the following terms and conditions:
    

    
                3.        I understand and agree that this Agreement
      constitutes a complete release with respect to each and all of the
      following:
    

    
                          (a)       the Company, USBI and FUSB;
    

    

    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    
      
        

        

      

      
        
          3
        

        
          


        

      

      
        

        

      

    

    
             (b)       Any and all predecessor, successor, affiliated, parent,
      partner and subsidiary entities, divisions, and facilities of the
      Company as defined in the Preamble paragraph above (including, but not
      limited to, its affiliated entities);
    

    
                          (c)       Each and all of the past, present, and
      future stockholders, members, partners, directors, trustees, officers,
      managers, supervisors, agents, attorneys, employees, and representatives
      of each of the entities and facilities named in sub-paragraphs (a) and
      (b) of this Paragraph 3, collectively and separately and severally, and
      in their official or representative capacities, and their personal or
      individual capacities; and
    

    
                          (d)       The heirs, legatees, estates, families,
      spouses, executors, administrators, successors, attorneys, agents, and
      assigns of each of the persons referred to in sub-paragraph (c) of this
      paragraph 3.
    

    
                          (e)       The term "the Releasees" as used in this
      Agreement shall be deemed to have reference collectively and separately
      and severally to each and all of the entities and persons referred to in
      Paragraph 3 and its sub-parts.
    

    
                4.        With the sole exception of the Benefits described in
      Paragraph 2. A., above, I hereby release and forever discharge each and
      all of the Releasees, separately and severally and collectively, from
      any and all liability, claims, allegations, and causes of action, known
      or unknown, for any and all legal and equitable remedies, relief and
      results, including, but not limited to, back pay, vacation pay,
      liquidated damages, punitive damages, compensatory damages, nominal
      damages, interest, attorneys' fees and expenses, costs, declaratory
      judgment, and injunctive remedies, with respect to each and all of the
      following:
    

    
                          (a)       Claims and causes of action which I have
      or might have available to be asserted in any lawsuit in any Federal or
      State Court or in any charge or complaint filed with any government
      agency (Executive is not hereby prohibited from meeting with or filing a
      charge with the EEOC, but damages and remedies for any such claims are
      hereby released nevertheless);
    

    

    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    
      
        

        

      

      
        
          4
        

        
          


        

      

      
        

        

      

    

    
             (b)       Claims and causes of action which I have or might have
      arising out of my employment with the Company or arising out of the
      Employment Agreement dated January 1, 2000, as amended (“EA”), and the
      SCA.  The EA is hereby terminated by mutual agreement, and the SCA is
      modified in accordance with the attached amendment (Exh. 1);
    

    
                          (c)       Claims and causes of action which I have
      or might have arising out of or relating to my separation from
      employment with the Company, including, but not limited to, the reasons
      for such separation and the procedures followed in connection with such
      separation; and
    

    
                          (d)       Claims and causes of action which I have
      or might have under any Federal or State law, including, but not limited
      to, (i) the Age Discrimination in Employment Act, as amended, 29 U.S.C.
      § 621 et seq. (ADEA); (ii) the Alabama Age Discrimination
      Act, ALA. Code § 25-1-20, et seq., (iii) the Americans with
      Disabilities Act U.S.C. § 12101 et seq. (ADA); (iv) Title
      VII of the Civil Rights Act of 1964, as amended 42 U.S.C. § 2000e et
      seq. (Title VII); (v) the Equal Pay Act, 29 U.S.C. § 206, et
      seq.; (vi) the Civil Rights Act of 1991, including, but not limited
      to, 42 U.S.C. § 1981a; (vii) the Civil Rights Act of 1866, as amended,
      42 U.S.C. § 1981; (viii) 42 U.S.C. §§ 1981-1988, including, but not
      limited to, 42 U.S.C. § 1983; (ix) The Fair Labor Standards Act, as
      amended, 29 U.S.C. § 201, et seq.; (x) the Constitution of
      the United States and of any and all States, including, but not limited
      to, the State of Alabama; (xi) any State or Federal whistleblower
      statute or regulation; (xii) any claims arising under Alabama common
      law; (xiii) any claims arising under an exception, if any there be, to
      the employment at will doctrine in Alabama; (xiv) any and all Federal,
      State, or local statutes, laws, orders, ordinances, or regulations
      relating to employment discrimination, harassment, retaliation, equal
      employment opportunity, and/or civil rights; (xv) the Securities Act of
      1933, as amended; (xvi) the Securities Exchange Act of 1934, as amended;
      and (xvii) any State law, theory, or cause of action, based on contract,
      tort, or any other source.
    

    

    

    

    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    
      
        

        

      

      
        
          5
        

        
          


        

      

      
        

        

      

    

    
      Executive Covenants
    

    
                5.        I represent, confirm, acknowledge, and agree that I
      have not and will not file or initiate, or cause to be filed or
      initiated, any complaint or other proceeding against the Company or any
      of the Releasees arising out of or relating in any way to those claims
      and causes of action made the subject of the release set forth in
      paragraphs 3 and 4 above.
    

    
                6.        As further and integral consideration for the
      Benefits, I acknowledge and agree that this Agreement, except for the
      Benefits described in Paragraph 2. A.  above, constitutes a permanent
      and final separation of any and all association or relationship of any
      nature between myself and any and all of the Releasees, including, but
      not limited to, future employment.  I understand and agree that I have
      waived any future employment and that the denial of any such future
      employment will not violate any rights I have and shall not be
      actionable on my part.
    

    
                7.        I acknowledge and agree that the provisions in the
      Agreement of which this release is a part reflect and carry out the
      mutual desire of the parties to resolve and conclude amicably any and
      all disputes and contentions between us and constitutes an arms-length
      and good faith resolution of any and all differences and disputes and
      claims and defenses between any and all of the Releasees and myself.  I
      further understand that the Releasees have agreed to the Benefits
      without any admission of wrongdoing and that this Agreement is in no way
      an implication, inference or admission of any wrongdoing by myself or
      any of the Releasees.
    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    
      
        

        

      

      
        
          6
        

        
          


        

      

      
        

        

      

    

    
                8.        Executive has returned or will before the Effective
      Date return to the Company all Company property and information
      including but not limited to records, documents, disks, keys, computers,
      laptops, files, software, phones and credit cards that Executive
      received in connection with his employment.  More particularly, by
      signing this Agreement, Executive verifies that he has by the Effective
      Date returned all Company business information and all copies or images
      thereof to the exclusive possession of the Company.
    

    
                9.        (a)       Executive acknowledges that during the
      course of his employment with the Company, he had access to and was
      entrusted with confidential and proprietary information including, but
      not limited to, information concerning some or all of the following:
      methods of marketing and business development; personnel policies,
      practices and procedures; employee agreements and negotiations; employee
      arbitrations, employee investigations of various personnel disputes and
      other matters; sales processes and procedures; costs; general business
      procedures; policies and operations; sales and/or profits; legal and
      financial matters; audit results; litigation defense and strategies;
      communications with attorneys; merchandising; sales strategies and
      techniques; expansion plans; methods of doing business or servicing
      customers; methods of pricing or charging for services; business forms
      developed by or for the Company; the form and content of proposals;
      reports and analyses; the names of suppliers, personnel, customers and
      potential customers; advertising sources and potential advertising
      sources; bids; contracts; software programs (however embodied); and
      information about or belonging to customers, potential customers,
      suppliers or others (collectively, the "Confidential Business
      Information").
    

    
                          (b)       Executive agrees that any negotiations
      leading up to this Agreement are strictly confidential.  Executive will
      not disclose the terms hereof, and represents that he has not disclosed
      the terms hereof prior to signing, to any person, except to his
      attorneys, his spouse or professional tax or financial advisors or as
      required by law or legal process.
    

    

    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    
      
        

        

      

      
        
          7
        

        
          


        

      

      
        

        

      

    

    
                          (c)       Without the prior written consent of the
      Company, Executive specifically agrees that he will never disclose,
      discuss or reveal any Confidential Business Information or the content
      of the negotiations leading to this Agreement in the absence of a
      subpoena, summons, or court order.  Executive further agrees that, if he
      receives any subpoena, summons or court order requiring him to testify
      in a proceeding involving the Company, he will so inform the Company
      within five (5) calendar days of receipt of such request or demand, or
      at least three (3) days before the date requested for such testimony,
      whichever is earlier.  In the event a subpoena, summons or court order
      is served on Executive requiring him to testify without at least three
      (3) days’ notice, Executive agrees to either (i) object to the subpoena,
      summons or court order in a timely manner, or (ii) provide actual notice
      to the Company, through its Chairman of the Board or legal counsel, with
      sufficiently reasonable time to allow the Company to object, and
      Executive shall cooperate reasonably in any proceeding relating to the
      objection.  In either case, Executive may respond if either a lawful
      court order compelling a response is entered after the Company has
      objected to the subpoena, summons, or court order (and such order is not
      appealed) or the Company fails to object after receipt of a reasonable
      and timely notice.
    

    
            (d)       Nothing in this section 9 or its subparagraphs is
      intended to prevent Executive from complying with any applicable laws
      and cooperating fully in any investigation by any governmental agency or
      providing any information to any governmental agency or governmental
      investigation acting in an official capacity; provided however, that
      unless authorized in writing by the Company or required to do so by an
      order of a court or judge of competent, lawful jurisdiction, Executive
      shall not disclose any attorney-client communications or attorney work
      product information to which the Company has a good faith claim of
      privilege.
    

    

    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    
      
        

        

      

      
        
          8
        

        
          


        

      

      
        

        

      

    

    
      Company Release of Executive
    

    
                10.       The Company, as defined collectively herein, hereby
      forever releases and discharges Executive of and from any and all
      liability, claims, and causes of action for any and all legal and
      equitable remedies and relief of any nature whatsoever that arise out of
      Executive’s employment relationship and the performance of his assigned
      duties as President, CEO and Director prior to the Effective
      Date.  Executive retains any rights to legal defense and/or
      indemnification that he would have in matters brought by third parties
      pursuant to the Company’s By-Laws, Charter and insurance policies and
      such rights, if any there be, are not terminated or voided by the terms
      of this Agreement.
    

    
      Consultation and Assistance; Legal Representation.  
    

    
                11.       (a)       Executive
      agrees that for the next three years, he will remain reasonably
      accessible and available to Company for consultation as Company may
      request or desire from time to time, and provide all reasonable
      assistance to Company and its counsel regarding any business, legal or
      other matters (including but not limited to litigation, arbitration,
      investigations or governmental proceedings) in which Executive’s
      participation and/or involvement is necessary or desirable, all in a
      timely fashion and at such times as may be mutually agreeable to the
      parties concerned. As part of this Agreement, Company agrees to pay or
      reimburse Executive for the payment of any reasonable, pre-authorized
      out-of-pocket costs or expenses which Executive spends in assisting
      Company in the investigation, prosecution or defense of any action,
      suit, proceeding or investigation against or involving Company.  Such
      assistance shall include appearing from time to time at the office of
      Company or its counsel for conferences and interviews and, in general,
      providing Company and its counsel with the full benefit of Executive’s
      knowledge, in a complete, candid, and truthful manner, with respect to
      any matter involving or arising out of his employment with Company, and
      shall include the obligation to testify truthfully in connection with
      any such matter.  For its part, Company agrees to make every reasonable
      effort to arrange for any conference, meeting, deposition, interview,
      hearing, or other legal proceeding involving Executive to be held at a
      time and place which will minimize, to the extent practicable,
      interference with or disruption of any future employment relationship of
      Executive.
    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    
      
        

        

      

      
        
          9
        

        
          


        

      

      
        

        

      

    

    
                          (b)       If Executive becomes a party to or subject
      of, or faces the reasonable possibility of becoming a party to or
      subject of a civil suit or governmental investigation as a result of the
      performance of his official duties as an Executive of the Company, then
      Executive shall promptly give notice to Company.  In the event of a
      lawsuit or investigation, Executive will fully cooperate with the
      Company in any joint defense, including coordination of selection of
      counsel, the preparation of the defense, and resolution or trial of any
      claims.  Nothing in this section 11 is intended to prevent Executive
      from complying with any applicable laws and cooperating fully in any
      investigation by any governmental agency or providing any information to
      any governmental agency or governmental investigation acting in an
      official capacity; provided however, that unless authorized in writing
      by the Company or required to do so by an order of a court or judge of
      competent jurisdiction Executive shall not disclose any attorney-client
      communications or attorney work product information to which the Company
      has a good faith claim of privilege.
    

    
                12.       This Agreement will be governed by the laws of the
      State of Alabama and any case or controversy arising hereunder shall be
      brought in Clarke County, Alabama.  In the event any term or provision
      of this Agreement is determined to be invalid or void or unenforceable,
      each and all of the remaining terms and provisions herein shall remain
      in full force and effect.
    

    

    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    
      
        

        

      

      
        
          10
        

        
          


        

      

      
        

        

      

    

    
                13.       This Agreement encompasses the entire agreement
      between the parties and supersedes all previous agreements, if any,
      between the parties, verbal or otherwise.  Executive represents,
      acknowledges and agrees that, in executing this Agreement, he does not
      rely and has not relied upon any representation or statement set forth
      hereby made by the Company with regard to the subject matter, basis or
      effect of this Agreement or otherwise and Executive further represents,
      acknowledges and agrees that there have been no such representations,
      promises or statements made by the Company, except as specifically set
      forth in this Agreement.
    

    
                14.       Executive agrees that he will not make any
      disparaging statements to current, former or prospective Company
      customers, contractors, vendors or employees, to any media or to any
      other person about the Company, its affiliates, partners, parent, and
      their respective employees, officers, members, partners, managers, or
      directors.  The Company’s current Board members and the next CEO,
      assuming he/she becomes a member of the Board, agree not to disparage
      Executive to any third parties relating to the facts or circumstances
      surrounding his separation from employment or this Agreement.  A
      "disparaging statement" is any communication, oral or written, which
      would cause or tend to cause the recipient of the communication to
      question the business condition, integrity, competence, fairness or good
      character of the person or entity to whom the communication relates.
    

    

    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    
                15.       In the event of Executive’s breach or violation of,
      or failure to completely and timely perform any of the provisions of
      this Agreement, the Company's obligation to provide further Benefits
      and/or perform any of its remaining obligations hereunder, including the
      obligation to continue any payments, defense or other Benefits under any
      provision of Paragraph 2. A., above, shall immediately terminate;
      provided, however, that the Executive’s general release set forth above
      and all of Executive's other obligations shall remain in full force and
      effect. In addition, in the event Executive breaches, or threatens to
      breach, any of the provisions of this Agreement, the Company shall have
      the right and remedy to have the provisions of this Agreement
      specifically enforced by any court having equity jurisdiction, it being
      acknowledged and agreed that any such breach or threatened breach will
      cause irreparable injury to the Company and that money damages will not
      provide the Company with an adequate remedy.  Such rights and remedies
      shall be in addition to, and not in lieu of, any other rights and
      remedies available to the Company under law or in equity.  Executive
      recognizes and agrees that the Company's remedy at law for breach of
      this Agreement would be inadequate, and further agrees that, for
      Executive’s breach of such provisions, the Company shall be entitled to
      injunctive relief and to enforce its rights by an action for specific
      performance, and shall be entitled to recover its reasonable attorneys'
      fees and expenses incurred in any such action if it prevails on any of
      its claims.  The Executive shall have the same rights as the Company
      pursuant to this paragraph 15 in the event the Company breaches this
      Agreement.
    

    
      Compliance with Section 409A.
    

    
                16.       To the extent applicable, the Company and Executive
      intend that the provisions in this Agreement meet an exemption from and
      otherwise comply with Section 409A of the Internal Revenue Code and all
      Regulations, guidance, or other interpretative authority thereunder
      (“Section 409A”).  The Company and Executive also agree that in no event
      shall any payment required to be made pursuant to this Agreement that is
      considered deferred compensation within the meaning of Section 409A be
      accelerated or delayed in violation of Section 409A.
    

    

    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    
      
        

        

      

      
        
          12
        

        
          


        

      

      
        

        

      

    

    
      Consultation with Attorney and Revocation Period.
    

    
               17.       Executive represents and agrees that he fully
      understands all provisions and aspects of this Agreement and that he has
      been advised to consult an attorney of his own choice before signing
      this Agreement and has availed himself of this right.  Executive further
      represents and agrees that he has carefully read and fully understands
      all the provisions of this Agreement and that he is voluntarily entering
      into this Agreement.  Executive further acknowledges and agrees that the
      severance benefits and compensation he is receiving or will receive
      under this Agreement are sufficient consideration for the binding
      promises herein.  Executive acknowledges and agrees that he has been
      given twenty-one (21) days within which to consider this Agreement and
      that he may accept and execute this Agreement at any time up to, and
      including, close of business July 21, 2011.  Executive has elected
      voluntarily and with advice of legal counsel to execute the Agreement in
      less than twenty-one (21) days.  Executive further acknowledges,
      understands and agrees that for a period of seven (7) days following the
      execution of this Agreement, he may revoke this Agreement in
      writing.  Executive understands that he will neither receive nor be
      entitled to payments and compensation set forth in this Agreement unless
      he accepts and executes this Agreement by July 21, 2011, and until seven
      (7) days revocation period has passed and this Agreement is final and
      otherwise non-revocable.  The day after the end of the revocation period
      is the “Effective Date” of the Agreement.
    

    
                18.       I, R. Terry Phillips, have read and fully understand
      the terms, provisions, and conditions of this Agreement.  I accept each
      and all of the terms, provisions and conditions of the Agreement, and I
      do so voluntarily, having had the advice of an attorney, and with full
      knowledge and understanding of the contents, nature, and effect of each
      and all of the terms, provisions, and conditions of the Agreement.
    

    

    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    
      
        

        

      

      
        
          13
        

        
          


        

      

      
        

        

      

    

    
                 EXECUTED on this the 30th day of June, 2011.
    

    

    

    

    


    	
          Executive:
        
	
           
        
	
           
        
	
          
            /s/ R. Terry Phillips
          

        
	
          R. Terry Phillips
        
	
           
        
	
           
        
	
           
        
	
          
            /s/ Ronald Snider 6-30-11
          

        
	
          Ronald Snider, as attorney for R. Terry Phillips
        
	
           
        
	
           
        
	
           
        
	
          USBI and FUSB:
        
	
           
        
	
           
        
	
          
            /s/ Hardie B. Kimbrough
          

        
	
          By: Hardie B. Kimbrough
        
	
          Its: Chairman of the Board
        
	
           
        
	
           
        
	
          
             
          

        
	
          
            /s/ David M. Smith 6/30/11
          

        
	
          David M. Smith, as attorney for The Company
        


    

    

    

    

    

    

    


    	
           
        	
          
            /s/ RTP
          

        	
          
            /s/ HBK
          

        
	

        	
          Executive
        	
          Company
        


    

    

    

    
      14